Common use of Access to Information Clause in Contracts

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this AgreementAgreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by Seller shall cause the Company through exercise and the Company Subsidiaries to provide, solely in furtherance of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any similar transaction or transactions with any other Person (which such access pursuant to this Section 5.2 shall be governed by Section 6.04 conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as applicable), to not to unreasonably interfere with the entry into the Agreement or any Transaction Document, or any materials provided to the Board normal operations of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, including the Company and its Representatives the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall cooperate with Parent and its Representatives with respect use commercially reasonable efforts to providing information and making the required determinations with respect make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the identification of, extent that Seller undertake and the potential impact and liabilities under Section 280G completes an appraisal of the Code associated withassets of the Company or the Company Subsidiaries prior to the Closing, current or former Company Service Providers who are or Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated reasonably requested by this AgreementBuyer.

Access to Information. (a) From Between the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsand the Closing Date, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller shall (i) give Parent Buyer and its Representativesauthorized representatives full access at all reasonable times, upon reasonable prior advance notice, reasonable access during normal business hours to the personnelall books, officesrecords, properties, books offices and records other facilities and properties of each of the Company and its Subsidiaries, Insurance Companies; (ii) permit Buyer to make such inspections thereof as Buyer may reasonably request; and (iii) cause each of the Insurance Companies’ officers to furnish to Parent and its Representatives Buyer with such financial and operating data and other information with respect to the businesses and properties of such Insurance Company as Buyer may from time to time reasonably request; provided, however, that any such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct operation of the business of such Insurance Company. Seller also agrees that it shall and shall cause the Company Insurance Companies and its Subsidiaries or otherwise result their respective officers, employees, agents and representatives, including their respective counsel and independent public accountants (current and former) to cooperate fully with Buyer in connection with such inspection including, without limitation, making available relevant accountant work papers. Seller also agrees that Buyer may also discuss the business and operations of the Insurance Companies with such regulators, rating agencies, lenders and Producers upon reasonable advance notice to Seller and the right of Seller to participate in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithdiscussion. (b) From and after the Closing Date, Buyer shall give Seller and its authorized representatives reasonable access to all books and records of each of the Insurance Companies to the extent necessary for Seller to fully and adequately prepare tax returns and other financial documents and information, or to respond to audits or other similar inquiries; provided, however, that any such access shall be during normal business hours and in such a manner as not to interfere unreasonably with the operation of the business of any such Insurance Company. (c) All information exchanged pursuant to Section 6.03(a) between Buyer and Seller and any of the Insurance Companies (and any of their respective representatives), shall be subject to the that certain confidentiality agreement dated as of October 13, 2022, previously executed by and between the Company Buyer and Parent Seller or their affiliates (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Sellers shall, and shall cause the Company shall to: (ia) give Parent afford Buyer and its Representatives, upon reasonable prior notice, reasonable Representatives access during normal business hours to and the personnel, officesright to inspect all of the Company’s Real Property, properties, assets, premises, books and records of records, contracts, agreements and other documents and data related to the Company and its Subsidiaries, Parties; (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Company Parties as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Sellers and the Company to cooperate reasonably fully with Parent Buyer in its investigation of the Company Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and its Subsidiariesin such a manner as not to unreasonably interfere with the normal operations of the Company. Any investigation All requests by Buyer for access pursuant to this Section 6.03 7.2 shall be conducted submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in such manner as not writing from time to interfere unreasonably with time. Notwithstanding anything to the conduct of contrary in this Agreement, neither the business of Sellers nor the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 Parties shall require the Company to provide any access, or be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (Ai) cause significant competitive harm to the Company Parties or the Company Business if providing such access the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or disclosing such information would violate (iii) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, (B) protected by attorney-client privilege (whether owned by prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Board Real Property, in each case, without the prior written consent of Directors or the Special Committee) to the extent such privilege canSellers, which consent shall not be protected by the Company through exercise of its reasonable best effortsunreasonably withheld, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, delayed or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithconditioned. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject Prior to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller shall, and shall (i) cause its Subsidiaries to, give Parent Purchaser and its Representatives, upon reasonable prior noticeadvance notice and during regular business hours, reasonable access during normal business hours to the books, records, personnel, offices, properties, books officers and records facilities of the Company Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, and its Subsidiarieswithout executing a customary access and indemnity agreement in respect thereto); provided, (ii) furnish however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to Parent maintain confidentiality and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives not to cooperate reasonably interfere with Parent in its investigation the normal operations of the Company businesses of Seller and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing Notwithstanding anything contained in this Section 6.03 shall require the Company to provide or any access, other agreement between Purchaser and Seller executed on or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date hereof, neither Seller nor any of this Agreementits Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (Ba) protected any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the extent that any such Tax Return or related material relates solely to the Transferred Entities, the Business or the Transferred Assets or (b) any information if making such information available would (i) reasonably be likely to result in a waiver of any attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04other legal privilege, or (Dii) regarding the deliberations of the Board of Directors contravene any applicable Law, fiduciary duty or the Special Committee with respect binding agreement (including any confidentiality agreement to the transactions contemplated by this Agreement which Seller or any similar transaction of its Affiliates is a party) (it being understood that Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or transactions with any other Person (which shall be governed by Section 6.04 as applicable)contravening such Law, the entry into the Agreement duty or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”agreement). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsClosing Date, subject to Applicable Law, solely for the purpose of facilitating the Closingupon reasonable notice, the Sellers shall, and shall cause each Acquired Company shall and each of their respective officers, directors, employees, representatives, attorneys, auditors and authorized agents to, (i) give Parent afford the officers, directors, employees, authorized agents, auditors, attorneys and its Representativesrepresentatives of the Buyer reasonable access, during normal business hours, to the offices, properties, other facilities, books and records of the Acquired Companies and to those officers, directors, employees, representatives, counsel, auditors and agents of the Acquired Companies who have material knowledge pertaining to the Properties or the Acquired Companies including, without limitation, access to enter upon and investigate the Properties or the Acquired Companies, and (ii) furnish to the officers, directors, employees and authorized agents, auditors, attorneys and representatives of the Buyer such additional financial and operating data and other information regarding the Acquired Companies as the Buyer may from time to time reasonably request; provided, however, that (A) such investigation shall not unreasonably interfere with any of the businesses or operations of the Acquired Companies, (B) the Buyer shall not, prior to the Closing Date, have any contact whatsoever with respect to the Acquired Companies or with respect to the transactions contemplated by this Agreement with any partner, lender, ground lessor, vendor or supplier of the Acquired Companies, except in consultation with the Sellers and then only with the express prior approval of the Sellers, which approval shall not be unreasonably withheld or delayed, and (C) all requests by the Buyer for access or information pursuant to this Section 4.3(a) shall be submitted or directed exclusively to an individual or individuals to be designated by the Sellers. The Buyer shall not be permitted to conduct any invasive tests on any Property without the Sellers' and the applicable Acquired Company's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer agrees to indemnify the Sellers from and against any and all Losses (as hereinafter defined) suffered by the Sellers as a result of any actions taken by the Buyer with respect to the investigations and inspections contemplated hereby (excluding any Losses associated with any pre-existing Environmental Conditions discovered or identified as a result of the exercise of Buyer's rights under Section 4.12 below). (b) During the preparation, review and dispute resolution time periods contemplated by Section 1.3, upon reasonable prior notice, the Buyer shall, and shall cause each Acquired Company (or any successor thereto) and each of their respective officers, directors, employees, representatives, attorneys, auditors and authorized agents to, (i) afford the officers, directors, employees, auditors, attorneys, authorized agents and representatives of the Sellers reasonable access access, during normal business hours hours, to the personnel, offices, properties, books and records of the Company and its SubsidiariesAcquired Companies (or any successor or successors thereto), (ii) furnish to Parent the officers, directors, employees, auditors, attorneys, authorized agents and its Representatives representatives of the Sellers such additional financial and operating data and other information regarding the Acquired Companies (or any successor or successors thereto) as such Persons the Sellers may from time to time reasonably request to perform its obligations, or avail itself of its rights, contained, in writing and (iii) instruct its Representatives to cooperate reasonably each case, in Section 1.3 hereof; provided, however, that such investigation shall not unreasonably interfere with Parent in its investigation any of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct businesses or operations of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information Acquired Companies (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction successor or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”successors thereto). (c) During In order to facilitate the period between resolution of any claims made by or against or incurred by the date hereof and Buyer of the Acquired Companies after the Closing Dateor for any other reasonable purpose, for a period of seven (7) years following the Closing, the Company Sellers shall (i) retain the books and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making records of the required determinations with respect Sellers which relate to the identification ofAcquired Companies and their operations for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer or the Acquired Companies and (ii) upon reasonable notice, afford the officers, directors, employees, authorized agents, auditors, attorneys and representatives of the Buyer and Acquired Companies reasonable access (including the right to make photocopies, at the expense of the Buyer or the Acquired Companies), during normal business hours, following reasonable notice thereof, to such books and records. (d) In order to facilitate the resolution of any claims made by or against or incurred by the Sellers after the Closing in respect of their ownership of the Acquired Companies or for any other reasonable purpose, for a period of seven (7) years following the Closing, the Buyer shall, and shall cause the potential impact Acquired Companies to, (i) retain the books and liabilities under Section 280G records of the Code associated withBuyer or the Acquired Companies, current or former Company Service Providers who are or as the case may be determined be, and their operations for periods prior to be “disqualified individuals” the Closing and which shall not otherwise have been retained by the Sellers and (within ii) upon reasonable notice, afford the meaning of Section 280G officers, directors, employees, authorized agents, auditors, attorneys and representatives of the Code) as a result ofSellers reasonable access (including the right to make photocopies, or due toat the expense of the Sellers), the transactions contemplated by this Agreementduring normal business hours, following reasonable notice thereof, to such books and records.

Access to Information. Subject to the Confidentiality Agreement and applicable Law (aincluding Antitrust Laws) From relating to the date hereof until sharing of information, prior to the Effective Time or Closing Date, upon reasonable notice to the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingCompany, the Company shall, and shall cause its Subsidiaries to, afford to Parent, upon its reasonable request, through Parent’s officers, employees and representatives, reasonable access to the properties (iincluding the Real Property), businesses and operations and to all books, records, contracts and other assets of the Company and its Subsidiaries (including, for the avoidance of doubt, the Company providing Parent any forward-looking forecasts of cash flows of the Company or its Subsidiaries and other financial forecasts of the Company or its Subsidiaries, in each case, to the extent prepared in the Ordinary Course of Business) give (provided that Parent and its Representatives, upon reasonable prior notice, reasonable representatives shall have access during normal business hours to the personnel, offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such a manner as not to interfere unreasonably with the conduct business or operations of the business Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records. Parent and Parent’s representatives shall cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide access to or otherwise disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege, contravene any Law, or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy, contravention or conflict). Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of a representative of the Company (who shall be identified in writing to Parent as the representative contemplated by this Section 6.1), (i) Parent shall not contact any significant interference with suppliers to, or customers or employees of, the prompt Company or any of its Subsidiaries and timely discharge by (ii) Parent shall have no right to perform invasive or subsurface investigations of the employees properties or facilities of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithSubsidiaries. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof of this Agreement until the Effective Time or Time, to the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closingextent permitted by applicable law, the Company shall (i) give and Parent and its Representativeswill, upon reasonable prior notice, reasonable access during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the personnel, offices, properties, books and records of the Company such party and its Subsidiaries, (iib) furnish to Parent the other party and its Representatives counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request in writing request, and (iiic) instruct its Representatives employees, counsel and financial advisors to reasonably cooperate reasonably with Parent the other party in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and its Subsidiaries agreed that in no event shall any invasive or otherwise result in subsurface investigation or testing of any significant interference with environmental media be conducted without the prompt prior consent of the Company, such consent to be within the Company’s reasonable discretion); and timely discharge provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the employees Company shall perform the actions set forth on Section 7.3 of the Company or its Subsidiaries Disclosure Schedules (subject to the terms of their normal duties. Nothing in this Section 6.03 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall require the Company be required to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior which it reasonably believes it may not provide to the date other by reason of this Agreementany applicable law, (B) which constitutes information protected by attorney-/client privilege (whether owned privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the Company, restrictions of the Board of Directors preceding sentence apply. All information obtained by Parent or the Special Committee) Company pursuant to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which this Section 7.3 shall be governed by Section 6.04kept confidential in accordance with, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which and shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall otherwise be subject to the confidentiality agreement terms of, the Confidentiality Agreement dated as of October 131, 2022, 2023 between Parent and the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof of this Agreement until the Effective Time Transition Period (or the until earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent and its RepresentativesAgreement), upon reasonable prior notice, and except as determined in good faith by Seller to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, Seller shall (i) afford the Representatives of Buyer reasonable access access, during normal business hours hours, to the personnel, offices, properties, books and records of the Company that will be Transferred Records and its Subsidiaries, Transferred Regulatory Documentation and (ii) furnish to Parent and its the Representatives of Buyer such additional financial and operating data and other information related to the Business, in each case to the extent readily available to Seller, and prepared or gathered in the ordinary course of business, as such Persons Buyer may from time to time reasonably request in writing for purposes ​ ​ of preparing to operate the Business following the Transition Period; provided, however, that the provision of such access and such data and information shall not (iiiy) instruct its Representatives to cooperate reasonably unreasonably interfere with Parent in its investigation any of the Company businesses, personnel or operations of Seller, or (z) that the Auditors and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct accountants of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company Seller or its Subsidiaries of their Affiliates, as applicable, shall not be obliged to make any work papers available to any Person except in accordance with such Auditors’ and accountants’ normal duties. Nothing in this Section 6.03 shall require the Company disclosure procedures and then only after such Person has signed a customary agreement relating to provide any access, or to disclose any information (A) if providing such access to work papers in form and substance reasonably acceptable to such Auditors or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to accountants. From the date of this Agreement until the Closing, except for the parties listed in Section 7.2 of the Seller Schedules or such other parties for whom Seller provides prior written consent (not to be unreasonably withheld, conditioned or delayed), neither Buyer, its Affiliates nor any of their respective Representatives shall contact any employees of, suppliers to, or customers of, Seller in connection with or with respect to this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors any other Transaction Agreement or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04transactions contemplated hereby and thereby, or (Dother than in the ordinary course of business consistent with past practice) regarding to otherwise discuss the deliberations business or operations of any of the Board Business; provided, further, however, that neither Buyer, its Affiliates nor any of Directors their respective Representatives shall have any contact or discussion with any party (including those parties listed on Section 7.2 of the Special Committee Seller Schedules or such other party for whom Seller has otherwise provided prior written consent) during the referenced period, without first consulting Seller and its Affiliates, and the applicable Representatives of Seller and its Affiliates shall be copied on all written correspondence and present for all oral communications and meetings; provided, further, that, with respect to the transactions contemplated by this Agreement parties listed on Section 7.2 of the Seller Schedules, any contact or any similar transaction or transactions with any other Person (which discussion shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided limited to the Board of Directors or the Special Committee in connection therewithtopics set forth on such Schedule. (b) All information exchanged pursuant to Section 6.03(a) shall be subject Notwithstanding anything in this Agreement to the confidentiality agreement dated as of October 13contrary, 2022Seller shall not be required, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect prior to the identification ofClosing, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result ofdisclose, or due tocause or seek to cause the disclosure, to Buyer or its Affiliates or Representatives (or provide access to any properties, books or records of Seller that would reasonably be expected to result in the transactions contemplated by this Agreementdisclosure to such Persons or others) of (i) any competitively sensitive information or any confidential information relating to Know-How, processes or Patent, Trademark, trade name, service ▇▇▇▇ or copyright applications or product development, or pricing and marketing plans, nor shall Seller be required to permit or cause or seek to cause others to permit Buyer or its Affiliates or Representatives to have access to or to copy or remove from the properties of Seller any documents, drawings or other materials that might reveal any such confidential information or (ii) any Personal Information of any data subjects for which any necessary notices and/or consents have not been received.

Access to Information. (a) From the date hereof until of the Effective Time or the earlier termination execution of this Agreement in accordance with its termsuntil the Closing Date, Seller will use commercially reasonable efforts, subject to Applicable Lawthe terms of the Confidentiality Agreement, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent and its Representativesto give, upon on reasonable prior noticewritten notice and during normal business hours, Buyer, its counsel, and financial advisors, reasonable access during normal business hours to the personnel, offices, properties, books and records of such Seller relating (and solely to the Company extent relating) to the Purchased Assets and its Subsidiaries, (ii) to furnish to Parent Buyer, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information relating (and solely to the extent relating) to the Purchased Assets as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its request. Buyer agrees that any investigation of the Company and its Subsidiaries. Any investigation undertaken pursuant to the access granted under this Section 6.03 ‎‎‎Section 5.02‎(a) shall be conducted in such a manner as not to unreasonably interfere unreasonably with the conduct operation of Seller’s business. Notwithstanding anything to the business of the Company and its Subsidiaries contrary in this Agreement, Seller shall not be required to provide access to, or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any accessfurnish, or to disclose any information if Seller determines, in its reasonable discretion, that (Ai) if providing such access would be reasonably likely to jeopardize any attorney-client or disclosing other similar privilege, (ii) such information access would violate contravene any Applicable Law (including Competition applicable Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (Biii) protected by attorney-client privilege the information to be accessed is pertinent to any existing or potential litigation between Seller or any of their Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand or (whether owned by the Companyiv) any information, the Board of Directors guidance or the Special Committee) to the extent such privilege cannot be protected advice received by the Company through exercise of and its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect Affiliates related to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided Agreement. Notwithstanding anything in this ‎‎‎Section 5.02 to the Board of Directors or the Special Committee in connection therewithcontrary, Seller shall not be required to grant Buyer access to its Tax Returns for any reason. (b) All requests for access or information exchanged pursuant to Section 6.03(a) by or on behalf of Buyer shall be subject submitted to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. or such other person(s) as Seller may designate in writing, and none of Buyer or any of its Affiliates or representatives shall communicate with any other employees or officers of Seller without the prior written consent of Seller. For the avoidance of doubt, and notwithstanding anything contained herein to the confidentiality agreement dated as contrary, Buyer shall not have access to personnel records of October 13Seller relating to individual performance or evaluation records, 2022, between the Company and Parent (the “Confidentiality Agreement”)medical histories or other information related to employees of Seller. (c) During At and following the period between Closing, Seller may retain copies of the date hereof books and records or any other materials included, in the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect Purchased Assets to the identification ofextent Seller determines, and the potential impact and liabilities under Section 280G of the Code associated within its sole discretion, current that Seller (i) should retain them to comply with applicable Law or former Company Service Providers who are or (ii) may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreementrequire such copies for Tax purposes.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, and subject to Applicable Lawapplicable Law and the Confidentiality Agreement dated as of July 24, solely for 2000 between the purpose of facilitating Company and Parent (the Closing"Confidentiality Agreement"), the Company shall (i) give Parent Parent, its counsel, financial advisors, auditors, lenders and its Representatives, upon reasonable prior notice, other authorized representatives reasonable access during normal business hours to the personnel, offices, properties, books and records of the Company and its SubsidiariesCompany, (ii) furnish to Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and financial, operating data and other information as such Persons may reasonably request in writing and request, (iii) instruct its Representatives employees, counsel, financial advisors, auditors and other authorized representatives of the Company to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries(iv) promptly advise Parent orally and in writing of any fact or circumstances reasonably likely to have a Material Adverse Effect on the Company or to cause a condition contained in Article 9 not to be satisfied. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and Spinco and its Subsidiaries Subsidiaries. No information or otherwise result knowledge obtained by Parent in any significant interference with the prompt and timely discharge investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the employees Company hereunder. Without limiting the generality of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require foregoing, as soon as reasonably practicable after the date hereof, the Company shall provide to provide Parent a copy of the most recent statement of withdrawal liability that it or any accessof its Affiliates has obtained from each Employee Plan that is a Multiemployer Plan and, to the extent that such a statement has not yet been obtained for any such Employee Plan, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by a statement has been obtained but reflects withdrawal liability as of a date earlier than July 1, 2000 with respect to any such Employee Plan, the Company through exercise of shall use, and shall cause its Affiliates to use, its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect efforts to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided obtain a current withdrawal liability statement from such Employee Plan and provide it to the Board of Directors or the Special Committee in connection therewithParent. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, Seller shall, and shall cause each of the Company shall to: (ia) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to and the personnel, officesright to inspect all of the Real Property, properties, assets, premises, books and records of records, contracts, agreements and other documents and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company and its Subsidiaries, Company; (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Company as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Seller and the Company to cooperate reasonably with Parent Buyer in its investigation of the Company Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and its Subsidiariesin such a manner as not to materially interfere with the normal operations of the Company. Any investigation All requests by Buyer for access pursuant to this Section 6.03 5.02 shall be conducted submitted or directed exclusively to such individuals as Seller may designate in such manner as not writing from time to interfere unreasonably with time. Notwithstanding anything to the conduct of the business of contrary in this Agreement, neither Seller nor the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or be required to disclose any information to Buyer if such disclosure would: (Ax) if providing such access or disclosing such information would violate any Applicable Law (including Competition Lawscause material competitive harm to Seller, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other legal privilege; or (z) contravene any similar transaction applicable Law. Prior to the Closing, without the prior written consent of Seller, not to be unreasonably withheld, conditioned or transactions with delayed, Buyer shall not contact any other Person (which shall be governed by Section 6.04 as applicable)suppliers to, or customers of, the entry into the Agreement Company. Prior to Closing, Buyer shall have no right to perform invasive or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G subsurface investigations of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within Real Property without the meaning prior written consent of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this AgreementSeller.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating until the Closing, the Indemnifying Members will, and will cause the Company shall to: (iA) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to and the personnel, officesright to inspect the Real Property, properties, assets, premises, books and records of records, contracts, agreements and other documents and data related to the Company and its Subsidiaries, Company; (iiB) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Company as such Persons Buyer or any of its Representatives may reasonably request in writing request, and (iiiC) instruct its the Company’s Representatives to cooperate reasonably with Parent Buyer in its investigation of the Company Company; provided, however, that any such investigation is conducted during normal business hours after reasonable advance notice to the Indemnifying Members, under the supervision of the Indemnifying Members’ or the Company’s personnel and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of Company’s normal operations. Buyer must direct all requests for access under this Section 6.2 exclusively to the business of Indemnifying Members or such other individuals as they may designate in writing from time to time. Despite anything to the contrary in this Agreement, neither the Indemnifying Members nor the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to must disclose any information to Buyer if the Indemnifying Members decide such disclosure would: (A1) if providing such access jeopardize any attorney-client or disclosing such information would violate other privilege, or (2) contravene any Applicable Law (including Competition LawsLaw, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement. Before the Closing, with the prior Indemnifying Members’ written consent (B) protected by attorney-client privilege (whether owned by which may be conditioned on the Company, the Board of Directors or the Special Committee) timing and their ability to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposalsaccompany Buyer), which shall not be governed by Section 6.04unreasonably withheld, Buyer may contact suppliers to, or (D) regarding the deliberations employees, contractors or customers of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent may perform invasive or subsurface investigations of the Real Property. Consent to conduct investigations of the Real Property may be conditioned on not disturbing the Company’s operations, obtaining the landlord’s consent and satisfying any requirements the landlord imposes (e.g., securing a bond, restoring the “Confidentiality Agreement”property, etc.). (c) During the period between the date hereof . Buyer will, and the Closing Date, the Company and will cause its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making to, abide by the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G terms of the Code associated with, current Confidentiality Agreement regarding any access or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of information provided under this Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement6.2.

Access to Information. (a) From the date hereof until the Effective Time (or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingAgreement), the Company shall (i) give Parent Parent, its counsel, financial advisors, auditors and its Representatives, upon other authorized Representatives full access at reasonable prior notice, reasonable access during normal business hours times to the personnel, offices, properties, permits, files, books and records of the Company and its Subsidiaries, (ii) will furnish to Parent Parent, its counsel, financial advisors, auditors and its other authorized Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) will instruct its Representatives the Company's employees, counsel and financial advisors to cooperate reasonably with Parent in its investigation of the operations, business and/or properties of the Company and its Subsidiaries. Any , including in connection with any environmental assessment or assessments (which may include visual and physical inspections and testing); provided that no investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of affect any representation or warranty given by the Company to Parent hereunder and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 nothing herein shall require the Company to provide or any access, or of its Subsidiaries to disclose any information (A) if providing such access that would cause a violation of law or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding confidentiality agreement entered into prior to in effect as of the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04. All nonpublic information provided to, or (D) regarding the deliberations of the Board of Directors or the Special Committee obtained by, Parent in connection with respect to the transactions contemplated hereby shall be "Evaluation Material" for purposes of the Confidentiality Agreement previously executed by this or on behalf of Parent and the Company (the "Confidentiality Agreement"); provided, however, that notwithstanding anything to the contrary contained in the Confidentiality Agreement or any similar transaction this Agreement, nothing shall prohibit Parent or transactions Merger Subsidiary from including, after prior consultation with any other Person (which shall be governed by Section 6.04 as applicable)the Company or its Representatives, in the Schedule TO, the entry into Offer to Purchase, the Agreement or any Transaction Document, or any materials provided to the Board of Directors other Tender Offer Documents or the Special Committee Proxy Statement, any information that is required by law to be disclosed therein in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to with the confidentiality agreement dated as purchase of October 13, 2022, between Shares or the Company and Parent (solicitation of proxies in connection with the “Confidentiality Agreement”). (c) During the period between the date hereof Offer and the Closing DateMerger, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreementrespectively.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, Seller shall, and shall cause the Company shall to: (ia) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to and the personnel, officesright to inspect all of the Real Property, properties, assets, premises, books and records of records, contracts, agreements and other documents and data related to the Company and its Subsidiaries, Company; (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Company as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Seller and the Company to cooperate reasonably with Parent Buyer in its investigation of the Company and its Subsidiaries. Any Company; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere unreasonably with the conduct normal operations of the business of Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (Aw) cause significant competitive harm to Seller, the Company and their respective businesses if providing such access the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or disclosing such information would violate other privilege; (y) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, ; or (Dz) regarding the deliberations of the Board of Directors or the Special Committee reveal bids received from third parties in connection with respect transactions similar to the transactions those contemplated by this Agreement or and any similar transaction or transactions with information and analysis (including financial analysis) relating to such bids. Prior to the Closing, without the prior written consent of Seller, which may be withheld for any other Person (which reason, Buyer shall be governed by Section 6.04 as applicable), the entry into the Agreement or not contact any Transaction Documentsuppliers to, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Datecustomers of, the Company and Buyer shall have no right to perform invasive, destructive or subsurface investigations of the Company’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall cause its Representatives shall cooperate with Parent and its Representatives to, abide by the terms of the Confidentiality Agreement with respect to providing any access or information and making the required determinations with respect provided pursuant to the identification of, and the potential impact and liabilities under this Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement5.02.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject Prior to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller shall, and shall (i) cause its Subsidiaries to, give Parent Purchaser and its Representatives, upon reasonable prior noticeadvance notice and during regular business hours, reasonable access during normal business hours to the books, records, personnel, offices, properties, books officers and records facilities of the Company Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, and its Subsidiarieswithout executing a customary access and indemnity agreement in respect thereto); provided, (ii) furnish however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to Parent maintain confidentiality and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives not to cooperate reasonably interfere with Parent in its investigation the normal operations of the Company businesses of Seller and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing Notwithstanding anything contained in this Section 6.03 shall require the Company to provide or any access, other agreement between Purchaser and Seller executed on or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this the Original Agreement, neither Seller nor any of its Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (Ba) protected any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the extent that any such Tax Return or related material relates solely to the Transferred Entities, the Business or the Transferred Assets or (b) any information if making such information available would (i) reasonably be likely to result in a waiver of any attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04other legal privilege, or (Dii) regarding the deliberations of the Board of Directors contravene any applicable Law, fiduciary duty or the Special Committee with respect binding agreement (including any confidentiality agreement to the transactions contemplated by this Agreement which Seller or any similar transaction of its Affiliates is a party) (it being understood that Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or transactions with any other Person (which shall be governed by Section 6.04 as applicable)contravening such Law, the entry into the Agreement duty or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”agreement). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, Upon reasonable notice and subject to Applicable Law, solely for applicable laws relating to the purpose exchange of facilitating the Closinginformation, the Company shall (i) give Parent afford to the officers, employees, accountants, counsel and its Representativesother representatives of Buyer, upon reasonable prior noticeaccess, reasonable access during normal business hours during the period prior to the personnelEffective Time, offices, to all of the Company’s and the Bank’s properties, books books, contracts, commitments, records, officers, employees, accountants, counsel and records of other representatives, and, during such period, the Company shall make available to Buyer all information concerning the Company’s and its Subsidiariesthe Bank’s businesses, (ii) furnish to Parent properties and its Representatives such financial and operating data and other information personnel as such Persons Buyer may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the request. The Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall not be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company required to provide any access, access to or to disclose any information (A) if providing where such access or disclosing such information disclosure would violate or prejudice the rights of the Company’s or the Bank’s customers, jeopardize any Applicable Law (including Competition Lawsattorney-client privilege or contravene any law, Foreign Investment Lawsrule, privacy laws and COVID-19 Measures) regulation, order, judgment, decree, fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by provided that the Company delivers to Buyer a written log notifying Buyer of the existence of, and the basis for the Company’s withholding of, such information. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations restrictions of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithpreceding sentence apply. (b) All information exchanged pursuant From and after the date hereof until the Effective Time, Buyer, at Buyer’s sole expense, shall have the right to Section 6.03(a) shall be subject to the confidentiality agreement dated as attend management and Board loan committee and review meetings of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”)Bank as an observer and shall receive, at the same time as the Directors, committee members and other meeting participants, notice of such meetings and copies of any materials distributed to the Directors, committee members and other meeting participants. In connection therewith, Buyer shall have the right of full review on any new loan extended by the Bank in a principal amount in excess of $250,000. (c) During No investigation by Buyer or its Representatives shall affect the period between representations, warranties, covenants or agreements of the date hereof and Company set forth herein. (d) Notwithstanding anything contained in this Agreement to the Closing Datecontrary, the Company and its Representatives shall cooperate with Parent Buyer (and its Representatives with respect each of their respective employees, representatives, or other agents) may disclose to providing information any and making all persons, without limitation of any kind, the required determinations with respect tax treatment and any facts that may be relevant to the identification of, and the potential impact and liabilities under Section 280G tax structure of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement; provided, however, that neither the Company nor Buyer (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transactions contemplated by this Agreement, or any other information to the extent that such disclosure could result in a violation of any federal or state securities law.

Access to Information. (a) From the date hereof of this Agreement until the earlier of the Effective Time or and the earlier valid termination of this Agreement in accordance with its terms, and subject to Applicable LawLaw and the Confidentiality Agreement, the Company shall, and shall cause each of its Subsidiaries to, solely for purposes of consummating the purpose of facilitating Merger and the Closingother transactions contemplated hereby or integration planning relating thereto, the Company shall (i) give Parent to Parent, its counsel, financial advisors, auditors and its Representatives, upon reasonable prior notice, other authorized Representatives reasonable access during normal business hours to the personnelemployees, offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish reasonably promptly to Parent and Parent, its Representatives such counsel, financial and operating data advisors, auditors and other authorized Representatives all information (financial or otherwise) as such Persons may reasonably request in writing concerning the Company’s and its Subsidiaries’ business, properties and personnel and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to reasonably cooperate reasonably with Parent in its investigation connection with the foregoing; provided that the Company shall not be required to afford such access or furnish such information if providing such access or furnishing such information would, in the Company’s good faith discretion, unreasonably disrupt the operations of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct or any of the business of the Company and its Subsidiaries or otherwise result in any significant interference unreasonable burden with respect to the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties; provided further that the Company shall provide Parent with written notice that it is withholding or otherwise not providing access to such information and shall cooperate in good faith with Parent to develop substitute arrangements to provide such access or furnish such information in a manner that does not unreasonably disrupt such operations or otherwise result in such a burden. Investigational activities pursuant to this Section 6.04 shall be conducted under supervision of appropriate personnel of the Company and in such manner as not to unreasonably interfere with the conduct of the business of the Company or its Subsidiaries. No information or knowledge obtained in any review or investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. All requests for access pursuant to this Section 6.04 must be directed to the Chief Legal Officer of the Company, or another person designated by the Company. (b) Notwithstanding the foregoing in this Section 6.04, the Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided under this Section 6.04 as “Outside Counsel Only Material”. Outside Counsel Only Material and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or other Representatives of the recipient unless express permission is obtained in advance from the Company or its legal counsel; provided, however, that, subject to any Applicable Law relating to the exchange of information, and in a manner that is not reasonably likely to waive any applicable legal privilege, the outside legal counsel receiving such information and documents may prepare one or more reports summarizing the results of any analysis of any such shared information and documents, and, may, with the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), disclose such reports, other summaries or aggregated information derived from such shared information and documents to Representatives of such outside legal counsel’s client. Notwithstanding anything to the contrary contained in this Section 6.04, materials provided pursuant to this Section 6.04 may be redacted (i) as necessary to comply with terms of any applicable confidentiality arrangements to which the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure that does not result in a violation), and (ii) as necessary to address reasonable legal privilege concerns (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in such loss of any such attorney-client, attorney work product or other legal privilege). (c) Nothing in this Section 6.03 6.04 shall require the Company to provide permit any accessinspection, or to disclose to Parent and its Affiliates any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreementinformation, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (Ci) concerning Acquisition Proposals, which shall be governed by Section 6.046.03, or (Dii) regarding the deliberations of the Company Board of Directors or the Special Committee any committee thereof with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable)Person, the entry into the Agreement or any Transaction Document, or any materials provided to the Company Board of Directors or the Special Committee any committee thereof in connection therewiththerewith (other than as contemplated in Section 8.02) or (iii) the disclosure of which would result in a violation of any Applicable Law, including federal or state securities, antitrust or privacy laws; provided that with respect to clause (iii) the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to, and use its reasonable best efforts to, cause such information (or portions of such information) to be provided in a manner that would not violate Applicable Law. (bd) All Parent will hold, and will cause its controlled Representatives and controlled Affiliates to, and use reasonable best efforts to cause its other Representatives and Affiliates to, hold, any nonpublic information, including any information exchanged pursuant to this Section 6.03(a) shall be subject 6.04 and Section 8.01, in confidence to the confidentiality agreement dated as extent required by and in accordance with, and will otherwise comply with, the terms of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. 5.9.1 Subject to applicable Law, during the period commencing on the date of this Plan of Merger and ending at the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, (a) From Company will, and will cause each of the date hereof until Company Subsidiaries to, upon reasonable prior written notice, permit Purchaser and its Representatives to have reasonable access at all reasonable times, and in a manner so as not to interfere with the Effective Time normal business operations of Company and the Company Subsidiaries, to the officers and senior management, premises, agents, books, records, and Contracts of or pertaining to Company and the Company Subsidiaries as may be reasonably requested in writing; and (b) upon the reasonable request of Company, Purchaser shall furnish such reasonable information about it and its business as is relevant to Company and its shareholders in connection with the transactions contemplated by this Plan of Merger; provided, however, that such access or disclosure of information will (i) comply with all applicable Laws, (ii) not result in, or reasonably be expected to result in, the waiver of the attorney-client privilege, or (iii) not result in, or reasonably be expected to result in, a material breach of any material Contract. No such access shall affect the representations, warranties, covenants or agreements of the parties (or the earlier termination remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement Plan of Merger. 5.9.2 All Information of Company (as defined in the Company Confidentiality Agreement) provided pursuant to this Plan of Merger shall be subject to the provisions of the Confidentiality Agreement, dated as of January 5, 2024, between Company and Purchaser ("Company Confidentiality Agreement"), which shall remain in full force and effect in accordance with its terms, subject to Applicable Law, solely for . All Information of Purchaser (as defined in the purpose of facilitating the Closing, the Company shall (iPurchaser Confidentiality Agreement) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation provided pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct Plan of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) Merger shall be subject to the confidentiality agreement provisions of the Confidentiality Agreement, dated as of October 13April 4, 20222024, between Company and Purchaser ("Purchaser Confidentiality Agreement", and together with the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company ("Confidentiality Agreements"), which shall remain in full force and effect in accordance with its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreementterms.

Access to Information. (a) From Prior to the date hereof until Closing Date, to the Effective Time or the earlier termination of extent permitted by this Agreement in accordance with its terms, subject to Applicable Section 7.1 and applicable Law, solely for Acquiror shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the purpose of facilitating the Closing, the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books businesses and records operations of the Company and its Subsidiariessuch examination of the books and records and Tax reporting positions of the Company as Acquiror reasonably requests and to make extracts and copies of such books and records at Acquiror’s own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, (ii) furnish employees, consultants, agents, accountants, attorneys and other representatives of the Company to Parent cooperate with Acquiror and Acquiror’s representatives in connection with such investigation and examination, and Acquiror and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to representatives shall cooperate reasonably with Parent in its investigation of the Company and its Subsidiariesrepresentatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Any Notwithstanding anything herein to the contrary, no such investigation pursuant to this Section 6.03 or examination shall be conducted in such manner as not permitted to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall extent that it would require the Company to provide any access, or disclose information subject to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) conflict with any confidentiality obligations to the extent such privilege cannot be protected by which the Company through exercise of its reasonable best effortsis bound. Further, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect prior to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company shall furnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Acquiror (i) a copy of each report, schedule, form, statement and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect other document filed by it or received by it during such period pursuant to the identification ofrequirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent available, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and the potential impact and liabilities under Section 280G in any event within 30 days thereafter, a copy of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G monthly consolidated financial statements of the CodeCompany, including statements of financial condition, results of operations, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as a result of, Acquiror may reasonably request. No investigation pursuant to this Section 7.1 shall affect any representation or due to, warranty in this Agreement of any Party or any condition to the transactions contemplated by this Agreementobligations of the Parties.

Access to Information. (a) From Subject to the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsConfidentiality Agreement, subject Company agrees to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give provide Parent and its Representatives, upon reasonable from time to time prior notice, reasonable access during normal business hours to the personnelEffective Time, officessuch information as Parent shall reasonably request with respect to Company and its Subsidiaries and their respective businesses, financial conditions and operations and such access to the properties, books and records and personnel of the Company and its SubsidiariesSubsidiaries as Parent shall reasonably request, (ii) furnish to Parent which access shall occur during normal business hours and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries Subsidiaries. Without limiting the foregoing, as soon as reasonably practicable after they become available, but in no event more than 15 days after the end of their normal duties. Nothing in this Section 6.03 each calendar month ending after the date hereof, Company shall require the Company furnish to provide any access, or to disclose any information Parent (Ai) if providing such access or disclosing such information would violate any Applicable Law consolidated financial statements (including Competition Lawsbalance sheets, Foreign Investment Laws, privacy laws statements of operations and COVID-19 Measuresstockholders’ equity) of Company or a binding agreement entered into (if requested by Parent prior to the date end of this Agreementsuch calendar month) any of its Subsidiaries as of and for such month then ended, (Bii) protected by attorney-client privilege internal management reports showing actual financial performance against plan and previous period and (whether owned by the Company, the Board of Directors or the Special Committeeiii) to the extent such privilege cannot be protected permitted by the Company through exercise of its reasonable best effortsapplicable Law, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials reports provided to the Board board of Directors directors of Company or any committee thereof relating to the Special Committee in connection therewithfinancial performance and risk management of Company or any of its Subsidiaries. (b) All information exchanged pursuant Parent and Company shall comply with, and shall cause their respective Representatives, directors, officers and employees to Section 6.03(a) shall be subject to comply with, all of their respective obligations under the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein. (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From Subject to the date hereof until the Effective Time or the earlier termination confidentiality provisions of this Agreement in accordance with its termsSection 7.4, subject to Applicable Law, solely for during the purpose of facilitating the ClosingInterim Period, the Company shall, and shall instruct each Company Subsidiary and each of its and their respective Representatives (collectively, “Company Representatives”) to: (i) give provide to Parent and its Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) access at reasonable times during normal business hours, upon reasonable prior notice, reasonable access during normal business hours (x) to the personnelofficers, officesemployees, agents, properties, offices and other facilities of the Company or such Company Subsidiary, and (y) to the books and records thereof (which access, for the avoidance of doubt, shall include the ability of Parent and Merger Sub to conduct reasonable transition and integration planning activities), (ii) use commercially reasonable efforts to arrange meetings for Parent, Merger Sub and any Parent Representative with the Company’s and its Subsidiaries’ customers and suppliers with a Company Representative present or participating; provided, however, that the foregoing shall not limit Parent’s or Merger Sub’s ability to conduct meetings or other communications with the Company’s and its Subsidiaries’ customers and suppliers to the extent such meetings or other communications are conducted in the ordinary course of Parent’s or Merger Sub’s respective businesses, and (iii) furnish or cause to be furnished such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiariesthe Company Subsidiaries as Parent, (ii) furnish to Merger Sub or any Parent and its Representatives such financial and operating data and other information as such Persons Representative may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of request; provided, however, until the Effective Time, the Company and its Subsidiaries. Any investigation pursuant shall not be required to this Section 6.03 shall be conducted in such manner as (x) furnish, or provide any access to, any information to any Person not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries a party to, or otherwise result in covered by, the NDA or any significant interference similar agreement with the prompt and timely discharge by the employees of the Company respect to such information or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company (y) provide access to provide any access, or to disclose furnish any information (AI) that is a trade secret, (II) that the Company reasonably believes constitutes commercially sensitive information for which adequate assurance of permitted uses has not been obtained or (III) if providing doing so would unduly disrupt Company operations, violate any applicable Law or Company Contract, or where such access or disclosing such to information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to constitute the date waiver of this Agreement, (B) protected by an attorney-client privilege (whether owned by so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not compromise the Company’s or any Company Subsidiary’s privilege with respect thereto; provided, the Board of Directors however, that such access and information shall be disclosed or the Special Committee) granted, as applicable, to external counsel for Parent to the extent such privilege cannot be protected by required for the Company through exercise purpose of its reasonable best effortscomplying with applicable Laws, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithincluding Antitrust Laws. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From During the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingPre-Closing Period, the Company shall, and shall (i) give cause the Acquired Companies to, provide Parent and its Representatives, upon reasonable prior notice, Merger Sub and their Representatives with reasonable access during normal business hours upon reasonable advance notice, under the supervision of the Company’s personnel and in a manner as shall not unreasonably interfere with the business or operations of the Company or any of its Subsidiaries to (i) all of the personnelAcquired Companies’ properties, officesassets, propertiesContracts, books and records of the Company and its Subsidiaries, other documents and data; (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing employees of the Acquired Companies; and (iii) instruct its any other information concerning the Business, properties and personnel of the Acquired Companies as Parent and Merger Sub or any of their Representatives may reasonably request. Notwithstanding the foregoing, the Company shall not be required to cooperate provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of the attorney-client or any other privilege of the Company, contravene any Law, so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not contravene the applicable Law or Contract or waive the Company’s privilege with respect thereto; provided that such access and information shall be granted or made available, as applicable, to external counsel for Parent in its investigation (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company) to the extent required for the purpose of complying with applicable Laws, including antitrust Laws. Prior to the Effective Time, without the prior written consent of the Company and (such consent shall not be unreasonably delayed, withheld or conditioned), Parent shall not contact any suppliers to, or customers of, the Company or its Subsidiaries. Any investigation pursuant Subsidiaries with respect to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably suppliers’ or customers’ relationships with the conduct Acquired Companies and Parent shall have no right to perform invasive or subsurface investigations of the business of the Company and its Subsidiaries any owned or otherwise result in any significant interference with the prompt and timely discharge by the employees leased real property of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithSubsidiaries. (b) All Parent and Merger Sub will hold any confidential information exchanged obtained pursuant to Section 6.03(a6.2(a) shall in confidence in accordance with the Confidentiality Agreement; provided that Parent may make such disclosure as may be necessary or appropriate to comply with customary practice in connection with obtaining Debt Financing, subject to the confidentiality agreement dated as recipients of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”)such disclosure agreeing to keep such information confidential. (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From Subject to the provision of the Confidentiality Agreement, from the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsClosing Date, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller hereto shall promptly (i) give Parent Purchaser and its Representativesrespective counsel, financial advisors, accountants, auditors and other authorized representatives reasonable access to the offices, properties, Books and Records relating to the Business and the Purchased Assets, upon reasonable prior notice, reasonable access during normal (but only in a manner that does not cause disruption to Seller's business hours to the personnel, offices, properties, books activities and records of the Company and its Subsidiariesonly in accordance with Seller's site security regulations then in effect), (ii) furnish make available to Parent Purchaser and its Representatives counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business and the Purchased Assets, as such Persons Purchaser may reasonably request in writing and (iii) instruct its Representatives directors, officers, key employees, counsel, auditors and financial advisors to cooperate with Purchaser's directors, officers, key employees, counsel, financial advisors, auditors and other authorized representatives; provided, however, that if Seller reasonably with Parent in its investigation believes that the disclosure of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information hereunder would violate any Applicable Law (including Competition LawsLaw, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which then Seller shall be governed by Section 6.04entitled not to disclosure such information, or (D) regarding and the deliberations parties agree to negotiate in good faith alternative means of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable)disclosure, the entry into the Agreement or any Transaction Documentif possible, or any materials provided to the Board of Directors or the Special Committee in connection therewiththat would not violate Applicable Law. (b) All information exchanged Seller agrees that from and after the Closing Date, it will permit Purchaser and its representatives, in accordance with the procedures set forth in paragraph 7.07(a) above, to have access to and to examine and take copies of its Books and Records which are not delivered to Purchaser pursuant to Section 6.03(a) shall be subject hereto and which directly relate to the confidentiality agreement dated Business and the Purchased Assets occurring prior to the Closing or to transactions or events occurring subsequent to the Closing which arise out of transactions or events occurring prior to the Closing. All Books and Records of the Seller relating to the Business and the Purchased Assets as conducted by Seller before the Closing Date and not delivered to Purchaser pursuant hereto will be preserved by Seller for a period of October 13not less than seven years following the Closing Date, 2022or such longer period as may be required by Applicable Law; provided, between however, that Seller shall provide written notice to Purchaser after the Company expiration of such seven year period if Seller desires to dispose of or destroy such Books and Parent (Records and shall provide Purchaser with the “Confidentiality Agreement”)right to copy or take possession of such Books and Records. (c) During the period between the date hereof Purchaser agrees that from and after the Closing Date, the Company it will permit Seller and its Representatives shall cooperate representatives, in accordance with Parent the procedures set forth in paragraph 7.07(a) above, to have access to and its Representatives with respect take copies of all Books and Records of Seller which are delivered to providing information Purchaser pursuant to this Agreement. All such Books and making Records delivered to Purchaser will be preserved by Purchaser for a period of not less than seven years following the required determinations with respect to the identification ofClosing Date, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or such longer period as may be determined required by Applicable Law; provided, however, that Purchaser shall provide written notice to be “disqualified individuals” (within Seller after the meaning expiration of Section 280G such seven year period if Purchaser desires to dispose of or destroy such Books and Records and shall provide Seller with the Code) as a result of, right to copy or due to, the transactions contemplated by this Agreementtake possession of such Books and Records.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller shall (ia) give Parent afford Buyers and its Representatives, upon reasonable prior notice, their Representatives reasonable access to and the right to inspect all of the books and records and other documents and data of the Seller related to the CIT Bank Purchased Assets and the CIT Bank Assumed Liabilities; (b) furnish Buyers and their Representatives with such financial, operating and other data and information of the Seller related to the CIT Bank Purchased Assets and CIT Bank Assumed Liabilities as Buyers or any of their Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyers in their investigation of the CIT Bank Purchased Assets and CIT Bank Assumed Liabilities; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the personnel, offices, properties, books supervision of Seller’s personnel and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business businesses of the Company and its Subsidiaries Seller. All requests by Buyers for access pursuant to this Section 6.02 shall be submitted or otherwise result directed exclusively to Seller or such other individuals as Seller may designate in any significant interference with writing from time to time. Notwithstanding anything to the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing contrary in this Section 6.03 Agreement, Seller shall require the Company to provide any access, or not be required to disclose any information to Buyers if such disclosure would, in Seller’s sole discretion: (Ax) cause significant competitive harm to Seller and its businesses if providing such access the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or disclosing such information would violate other privilege; or (z) contravene any Applicable applicable Law (including Competition Lawsany rules or regulations of the SBA relating to confidentiality), Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From After the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termshereof, subject to Applicable Lawany existing confidentiality restrictions and to applicable law, solely for Seller shall afford to the purpose officers, employees and authorized representatives of facilitating the Closing, the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, Buyer reasonable access during normal business hours hours, upon reasonable advance notice, to the personnel, offices, properties, books properties and business and financial records of the Company Companies to the extent Buyer shall reasonably deem necessary or desirable and its Subsidiaries, (ii) shall furnish to Parent and Buyer or its Representatives authorized represen tatives such financial and operating data and other additional information concerning the Companies as shall be reasonably requested. Buyer agrees that such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such a manner as that shall not to interfere unreasonably with the conduct personnel and operations of the business of the Company and its Subsidiaries Companies or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal dutiesSeller. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing All Buyer requests for such access shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all such access hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any employees, customers, suppliers or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) other associates or a binding agreement entered into prior to the date Affiliates of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors Seller or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee Companies in connection with respect to the transactions contemplated by this Agreement or hereby, in any similar transaction or transactions with any other Person manner whatsoever, without prior authorization of such representatives of Seller as Seller may designate (which authorization shall not be governed by Section 6.04 as applicableunreasonably withheld or delayed). If, the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof or at anytime hereafter up to and including the Closing Date, the Company and Buyer or its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification ofofficers, and the potential impact and liabilities under Section 280G employees or authorized representatives discover any breach of the Code associated with, current any warranty or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning any inaccuracy of Section 280G of the Code) as a result of, or due to, the transactions contemplated by any representation contained in this Agreement, Buyer covenants that it will promptly so inform Seller in writing.

Access to Information. (a) From Between the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsand the Closing Date, Seller Group shall, subject to Applicable any restrictions as to confidentiality applicable to Seller Group whether by Law, solely for the purpose of facilitating the Closingagreement or contract, the Company shall (i) give Parent Buyer and its Representatives, upon reasonable prior notice, authorized representatives reasonable access during normal business hours to the all books, records, work papers, personnel, offices, properties, books offices and records other facilities and properties of the Company Business and its Subsidiaries, accountants; (ii) furnish to Parent permit Buyer and its Representatives authorized representatives to make such copies and inspections thereof as any of them may reasonably request; (iii) permit Buyer and its authorized representatives to conduct an environmental inspection of the Business Real Property (including a “Phase I” site assessment which may also include interior wipe sampling), provided that Buyer and its representatives shall have no right to undertake any soil or groundwater investigation; and (iv) cause the officers of Seller Group to furnish Buyer and its authorized representatives with such financial and operating data and other information as such Persons may reasonably request in writing with respect to the business and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation properties of the Company and its Subsidiaries. Any investigation pursuant Business as any of them may from time to this Section 6.03 time reasonably request; provided, however, that any such access shall be conducted during normal business hours under the supervision of Seller Group’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the conduct normal operations of the business of the Company and its Subsidiaries or Business, except as otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithAgreement. (b) All information exchanged pursuant to Section 6.03(aFrom and after the date of this Agreement and continuing until the Buyer Survival Date, all Seller Group Confidential Information (as hereinafter defined) shall (i) be subject held by Buyer with the same degree of skill and care that it would exercise in similar circumstances in carrying out its own business to prevent the disclosure or accessibility to others of such information and (ii) shall not be revealed, reported, published, disclosed or transferred to any person or entity (other than the Seller Group). For purposes of this Agreement, “Seller Group Confidential Information” means any non-public information related to the confidentiality agreement dated as Business furnished or provided by Seller Group or its affiliates to Buyer; provided, however, that Seller Group Confidential Information shall not be deemed to include (A) information related to the Business that was already publicly known and in the public domain prior to the time of October 13, 2022, between its initial disclosure to Buyer or (B) any information related to the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and Seller Group that is or becomes available to Buyer or its affiliates after the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives from a source that Buyer reasonably believes not to be under an obligation of confidentiality with respect to providing information and making the required determinations with respect such information; provided, further, Buyer may reveal, report, disclose or transfer any Seller Group Confidential Information pursuant to the identification of, and the potential impact and liabilities under Section 280G a subpoena or order issued by a court of the Code associated with, current competent jurisdiction or former Company Service Providers who are by a judicial or may be determined to be “disqualified individuals” (within the meaning administrative or legislative bodies or committee. For purposes of Section 280G of the Code) as a result of, or due tothis Agreement, the transactions contemplated by this Agreement“Buyer Survival Date” means (x) the Closing Date in respect of all Seller Group Confidential Information relating to Transferred Intellectual Property; (y) two (2) years following the Closing Date in respect of all other Seller Group Confidential Information other than Seller Group Confidential Information relating to Intellectual Property; and (z) five (5) years following the Closing Date for Seller Group Confidential Information relating to Intellectual Property other than Transferred Intellectual Property; or in any case, the date on which such Seller Group Confidential Information becomes publicly known through no action or inaction of Buyer or any of its Affiliates.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, Upon reasonable prior notice and subject to Applicable Law, solely for the purpose of facilitating the Closingapplicable law, the Company shall, and shall cause each of its Subsidiaries to, afford to the directors, officers, managers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, lenders, agents and representatives (icollectively “Representatives”) give of Parent and its Representativesaccess, upon reasonable prior notice, reasonable access during normal business hours during the period prior to the personnelEffective Time, offices, to all its properties, books books, contracts, commitments and records of the Company records, and to its Subsidiariesofficers, (ii) furnish to Parent and its Representatives such financial and operating data employees, accountants, counsel and other information as such Persons may reasonably request representatives, in writing and (iii) instruct its Representatives each case in a manner not unreasonably disruptive to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct operation of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of Subsidiaries, and, during such period, the Company or shall, and shall cause its Subsidiaries to, make available to Parent all information concerning its business, properties and personnel as Parent may reasonably request. At the request of their normal duties. Nothing in this Section 6.03 shall require Parent, the Company shall use its commercially reasonable efforts to comply with its obligations under the preceding sentence by providing electronic access to such documents and information. Notwithstanding any other provision of this Agreement, neither the Company nor any of its Subsidiaries shall be required to provide any access, access to or to disclose any information where such access or disclosure would (A) if providing violate or prejudice the rights of its customers or employees, (B) jeopardize the attorney-client privilege of the institution in possession or control of such access information, (C) contravene, violate or disclosing such information would violate breach any Applicable Law (including Competition Lawslaw, Foreign Investment Lawsrule, privacy laws and COVID-19 Measures) regulation, order, judgment, decree, fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by Agreement in the Company, the Board ordinary course of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, business consistent with past practice or (D) regarding be adverse to the deliberations interests of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement Company or any similar transaction of its Subsidiaries in any pending or transactions with any other Person (which shall be governed by Section 6.04 as applicable), threatened litigation between the entry into parties hereto over the Agreement or any Transaction Document, or any materials provided to the Board terms of Directors or the Special Committee in connection therewiththis Agreement. (b) All information exchanged and materials furnished pursuant to Section 6.03(a) this Agreement shall be subject to the confidentiality agreement provisions of the Confidentiality Agreement, dated as of October 13June 6, 20222018, between Parent and the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the . The Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect makes no representation or warranty as to the identification ofaccuracy of any information provided pursuant to Section 7.2(a), and neither Parent nor Merger Sub may rely on the potential impact accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and liabilities under warranties contained in Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement4.

Access to Information. (a) From Between the date hereof until Execution Date and the Effective Time Closing or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingAgreement, the Company Sellers shall, and shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books and records of cause the Company and its SubsidiariesSubsidiaries to, (i) afford to the Buyer and its representatives reasonable access to all of its properties, books, Contracts and records, (ii) furnish to Parent the Buyer all information concerning the properties, books, Contracts, records and personnel of the Company and its Representatives such financial and operating data and other information Subsidiaries as such Persons Buyer may reasonably request in writing (including the work papers of the Company’s independent accountants upon receipt of any required consent from the Company’s independent accountants), and (iii) instruct its Representatives the Company’s representatives to cooperate reasonably with Parent the Buyer and its representatives in its investigation of Buyer’s reasonable investigation; provided, however, that the Company and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Company’s sole discretion, (A) any Law requires the Company and/or the relevant Subsidiary to restrict or prohibit access to any such properties or information, (B) the disclosure of such information to the Buyer or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement and/or such confidentiality obligations arose prior to Closing, (C) it would cause significant competitive harm to Sellers, the Company, any of its SubsidiariesSubsidiaries and their respective businesses if the Contemplated Transactions are not consummated, or (iv) it would jeopardize any attorney-client or other privilege. Any investigation pursuant to this Section 6.03 6.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and/or the relevant Subsidiary. Prior to the Closing, without the prior written consent of the Company, Buyer shall not contact any suppliers to, or customers of, the Company or any of its Subsidiaries, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. The rights to access information as provided in this Section 6.02 shall apply mutatis mutandis to the Company (as the entitled party) in respect of the Buyer. (b) Between the Execution Date and the Closing or the earlier termination of this Agreement, the Buyer shall, and shall cause its Subsidiaries to, (i) afford to the Company and its representatives reasonable access to all of its properties, books, Contracts and records, (ii) furnish to the Company all information concerning the properties, books, Contracts, records and personnel of the Buyer and its Subsidiaries or otherwise result in as the Company may reasonably request (including the work papers of the Buyer’s independent accountants upon receipt of any significant interference required consent from the Company’s independent accountants), and (iii) instruct the Buyer’s representatives to cooperate with the prompt Company and timely discharge by its representatives in Company’s reasonable investigation; provided, however, that the employees Buyer and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Buyer’s sole discretion, (A) any Law requires the Buyer and/or the relevant Subsidiary to restrict or prohibit access to any such properties or information, (B) the disclosure of such information to the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information representatives would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws confidentiality obligations owed to a third party and COVID-19 Measures) or a binding agreement entered into such confidentiality obligations were in effect prior to the date execution and delivery of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) Agreement and/or such confidentiality obligations arose prior to the extent such privilege cannot be protected by the Company through exercise of its reasonable best effortsClosing, (C) concerning Acquisition Proposalsit would cause significant competitive harm to the Buyer, which shall be governed by Section 6.04any of its Subsidiaries and their respective businesses if the Contemplated Transactions are not consummated, or (D) regarding it would jeopardize any attorney-client or other privilege. Any investigation pursuant to this Section 6.02(b) shall be conducted in such manner as not to interfere unreasonably with the deliberations conduct of the Board business of Directors or the Special Committee with respect Buyer and/or the relevant Subsidiary. Prior to the transactions contemplated by this Agreement Closing, without the prior written consent of the Buyer, Company shall not contact any suppliers to, or customers of, the Buyer or any similar transaction of its Subsidiaries, and Company shall have no right to perform invasive or transactions with any other Person (which shall be governed by Section 6.04 as applicable), subsurface investigations of the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithLeased Real Property. (bc) All information exchanged shared between the Parties pursuant to Section 6.03(a) the shall be subject to the confidentiality agreement Mutual Non-Disclosure Agreement dated as of October 13August 31, 2022, between the Company and Parent 2020 (the “Confidentiality AgreementMutual NDA”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsClosing Date, subject to Applicable Law, solely for the purpose of facilitating the Closingupon reasonable notice, the Company shall, and shall cause each Subsidiary (and to the extent it has the power to do so, each Joint Venture) and each of their respective officers, directors, employees, agents, representatives, accountants and counsel, to (i) give Parent afford the Purchaser and its Representatives, upon reasonable prior notice, authorized representatives reasonable access during normal business hours to the personnel, offices, properties, books and records and key employees of the Company Company, each Subsidiary and its Subsidiaries, any Joint Venture and (ii) furnish to Parent those officers, employees, and its Representatives authorized agents and representatives of the Purchaser who reasonably have a need to know such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation access or furnishing of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere unreasonably with the conduct normal operations of the business Business. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for (i) access to offices, properties or books or records of the Company Company, any Subsidiary or any Joint Venture or (ii) additional financial and its Subsidiaries operating data or otherwise result in any significant interference with other information regarding the prompt and timely discharge by Business shall be directed solely to the employees Chief Financial Officer of the Company Company, and the Purchaser shall not direct any such notice to any other officer, director, employee, agent, representative, accountant or its Subsidiaries counsel of their normal dutiesthe Company, any Subsidiary or any Joint Venture without the written consent of the Chief Financial Officer of the Company. Nothing Notwithstanding anything to the contrary in this Section 6.03 Agreement, the Seller shall require the Company to provide any access, or not be required to disclose any information to the Purchaser if such disclosure would, in the Seller’s sole discretion, (Ai) cause significant competitive harm to the Business if providing such access the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or disclosing such information would violate other legal privilege or (iii) contravene any Applicable Law (including Competition applicable Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithhereof. (b) All information exchanged pursuant In order to Section 6.03(a) shall be subject facilitate the resolution of any claims made against or incurred by the Seller relating to the confidentiality agreement dated as Business, for a period of October 13seven (7) years after the Merger or, 2022if shorter, between the applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Business, the Company and Parent the Subsidiaries relating to periods prior to the Merger, and (ii) upon reasonable notice, afford the “Confidentiality Agreement”officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Purchaser shall notify Seller at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Merger in order to provide the Seller the opportunity to access such books and records in accordance with this Section 5.02(b). (c) During In order to facilitate the resolution of any claims made against or incurred by the Purchaser, the Company or any Subsidiary relating to the Business, for a period between of seven (7) years after the date hereof Merger or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Closing DateBusiness, the Company and its Representatives shall cooperate with Parent and its Representatives with respect the Subsidiaries relating to providing information and making the required determinations with respect periods prior to the identification ofMerger which shall not otherwise have been delivered to the Purchaser, either directly or indirectly through the Company or any Subsidiary, and (ii) upon reasonable notice, afford the potential impact officers, employees, agents and liabilities under Section 280G representatives of the Code associated withPurchaser reasonable access (including the right to make, current or former Company Service Providers who are or may be determined at the Purchaser’s expense, photocopies), during normal business hours, to be “disqualified individuals” such books and records; provided, however, that the Seller shall notify the Purchaser at least thirty (within 30) days in advance of destroying any such books and records prior to the meaning of Section 280G seventh (7th) anniversary of the Code) as a result of, or due to, Merger in order to provide the transactions contemplated by Purchaser the opportunity to access such books and records in accordance with this AgreementSection 5.02(c).

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, Seller shall, and shall cause the Company shall other Seller Entities and their respective Affiliates to, (i) give Parent afford Purchaser and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to those portions of the personnelSeller Entities’ facilities containing the Purchased Assets and to properties, offices, propertiesassets, books and records, business and financial records of (including computer files, retrieval programs and similar documentation), Purchased Contracts and other documents and data related to the Company Business and its Subsidiaries, the Purchased Assets; (ii) furnish to Parent Purchaser and its Representatives with such financial financial, operating and operating other data and other information related to the Business and Purchased Assets as such Persons Purchaser or any of its Representatives may reasonably request in writing request, including information regarding Inventory levels and day-to-day operations; and (iii) instruct the Representatives of Seller to reasonably cooperate with Purchaser and its Representatives to cooperate reasonably with Parent in its investigation of the Company Business and its Subsidiaries. Any Purchased Assets; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to unreasonably interfere unreasonably with the conduct of the business Business or any other businesses of Seller. All requests by Purchaser for access pursuant to this Section 5.2 shall be submitted or directed exclusively to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing contrary in this Section 6.03 Agreement, Seller shall require the Company to provide any access, or not be required to disclose any information to Purchaser if such disclosure would, in Seller’s reasonable judgment: (A) cause competitive harm to Seller and its businesses, including the Business, if providing such access the transactions contemplated by this Agreement are not consummated; (B) jeopardize any attorney-client or disclosing such information would violate other legal privilege; (C) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, Agreement or (D) regarding reveal bids received from third parties in connection with the deliberations potential acquisition of the Board Business and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, without the prior written consent of Directors Seller, Purchaser shall not contact any suppliers to, or customers of, the Special Committee Business. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to the transactions contemplated by any access or information provided pursuant to this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith5.2. (b) All information exchanged pursuant to Section 6.03(a) shall be subject From the date of this Agreement to the confidentiality agreement dated as earlier of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between Closing Date or the date hereof this Agreement is terminated, Seller shall deliver to Purchaser by no later than the twentieth (20th) day following the end of each month during such period unaudited monthly financial statements of the Business, prepared in a manner consistent with the preparation of the Interim Balance Sheet and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of2026 Forecast, and such other financial data, supporting schedules and other information as Purchaser may reasonably request in order to evaluate whether the potential impact and liabilities under condition set forth in Section 280G of the Code associated with, current 6.2(b) has been or former Company Service Providers who are or may be determined is reasonably likely to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreementtriggered.

Access to Information. (a) From Prior to the date hereof until Closing Date, to the Effective Time or the earlier termination of extent permitted by this Agreement in accordance with its terms, subject to Applicable Section 7.1 and applicable Law, solely for Acquiror shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the purpose of facilitating the Closing, the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books businesses and records operations of the Company and its Subsidiariessuch examination of the books and records and Tax reporting positions of the Company as Acquiror reasonably requests and to make extracts and copies of such books and records at Acquiror’s own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, (ii) furnish employees, consultants, agents, accountants, attorneys and other representatives of the Company to Parent cooperate with Acquiror and Acquiror’s representatives in connection with such investigation and examination, and Acquiror and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to representatives shall cooperate reasonably with Parent in its investigation of the Company and its Subsidiariesrepresentatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Any Notwithstanding anything herein to the contrary, no such investigation pursuant to this Section 6.03 or examination shall be conducted in such manner as not permitted to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall extent that it would require the Company to provide any access, or disclose information subject to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) conflict with any confidentiality obligations to the extent such privilege cannot be protected by which the Company through exercise of its reasonable best effortsis bound. Further, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect prior to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company shall furnish or otherwise make available (including via E▇▇▇▇, if applicable) to Acquiror (i) a copy of each report, schedule, form, statement and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect other document filed by it or received by it during such period pursuant to the identification ofrequirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent available, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and the potential impact and liabilities under Section 280G in any event within 30 days thereafter, a copy of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G monthly consolidated financial statements of the CodeCompany, including statements of financial condition, results of operations, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as a result of, Acquiror may reasonably request. No investigation pursuant to this Section 7.1 shall affect any representation or due to, warranty in this Agreement of any Party or any condition to the transactions contemplated by this Agreementobligations of the Parties.

Access to Information. (a) From the date hereof until the Effective Time earlier of Closing or the earlier termination of this Agreement in accordance with its terms, Article VIII and subject to Applicable Lawcompliance with all applicable Antitrust Laws, solely for the purpose of facilitating the Closing, the Company shall Seller shall: (ia) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during to and the right to inspect all of the Leased Real Property, properties, assets, premises, Books and Records, Assigned Contracts and other documents and data exclusively related to the Business; and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to the Business as Buyer or any of its Representatives may reasonably request; provided that any such access shall be limited to normal business hours upon reasonable advance notice to Seller, under the personnel, offices, properties, books supervision of Seller’s personnel and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual as Seller shall designate in writing from time to time. In furtherance of the Company foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and its Subsidiaries (ii) supplement or otherwise result in any significant interference with the prompt and timely discharge amend (by the employees written notice to Buyer) Section 2.01(a) of the Company Seller Disclosure Schedules with respect to any matter arising or its Subsidiaries discovered after the date of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any accessAgreement that, if existing, occurring or to disclose any information (A) if providing such access known at or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of the Seller Disclosure Schedules; provided that the obligation to provide such list of Trade Programs or to supplement or amend Section 2.01(a) of the Seller Disclosure Schedules shall not be deemed to be a condition to Closing, nor any failure thereof give rise to any breach of any representation, warranty, covenant or agreement by Seller (Bor any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) protected by result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client privilege client, attorney work-product or other applicable privilege; or (whether owned z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion), Buyer shall not contact any suppliers to, or customers of, the Business, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations terms of the Board of Directors or the Special Committee Confidentiality Agreement with respect to the transactions contemplated by this Agreement any access or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials information provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to this Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”)6.02. (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or Until the earlier of the Closing and the termination of this Agreement in accordance with its termsArticle VIII, subject to Applicable Law, solely for the purpose of facilitating the Closingextent permitted by Law and COVID-19 Measures, the Company shall (i) give Parent and shall cause its Representatives, upon reasonable prior notice, Representatives to afford the Representatives of Buyer reasonable access during normal business hours to the personnel, officesService Providers, properties, books offices and other facilities, books, and records of the Company, to the extent reasonably required for Buyer to (i) prepare disclosures with respect to the Company and its Subsidiariesas required by the SPAC Acquisition Agreement, or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing plan for the integration of the Company’s business with the business of Buyer following the Closing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation otherwise facilitate the consummation of the Company and its SubsidiariesTransactions. Any No information or knowledge obtained by Buyer during the pendency of the Transactions in any investigation pursuant to this Section 6.03 6.09 shall affect or be conducted in such manner as not deemed to interfere unreasonably with modify any representation, warranty, covenant, condition or obligation under this Agreement. Notwithstanding the conduct of the business of foregoing, the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company will not be required to provide any accessinformation that the Company reasonably determines in its good faith, or to disclose any based on the advice of the Company’s counsel, constitutes information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Companyor other similar privilege; provided that, the Board of Directors or Company will attempt in good faith to use its commercially reasonable efforts to make such alternative arrangements as may be reasonably necessary to provide the Special Committee) relevant information to the extent Buyer in a way that would not jeopardize such privilege cannot be protected privilege. All information provided by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall to Buyer hereunder will be governed by Section 6.04, or (D) regarding kept confidential in accordance with the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithConfidentiality Agreement. (b) All information exchanged pursuant to Section 6.03(a) shall Until the earlier of the Closing and the termination of this Agreement in accordance with Article VIII, without the prior written consent of the Company (which consent will not be subject unreasonably withheld, conditioned or delayed), and except to the confidentiality agreement dated as of October 13, 2022, between extent reasonably necessary for Buyer to prepare disclosures with respect to the Company as required by the SPAC Acquisition Agreement, or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, Buyer will not, and Parent (will cause its controlled affiliates and their respective officers, directors, employees and other Representatives not to, contact any Company Employees, customers, suppliers, landlords and other persons having material business relationships with the “Confidentiality Agreement”)Company in connection with or pertaining to the Transactions or such person’s business relationship with the Company. In the event the Company provides such consent, a management employee of the Company will at all times be permitted to accompany Buyer’s Representative(s) to any meeting with such person and to participate with Buyer’s Representative(s) in any such discussions. (c) During Except as prohibited by applicable Law, at any time after the period between Closing Date and until the date hereof and sixth anniversary of the Closing Date, Buyer (or the SPAC Surviving Entity) will provide or cause to be provided to either of the Members and their respective affiliates and Representatives, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of Buyer, the SPAC Surviving Entity or the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect that relates to the identification of, and the potential impact and liabilities under Section 280G operation of the Code associated withBusiness prior to the Closing and that such Member reasonably needs (i) to prepare its financial statements and Tax Returns or (ii) to comply with reporting, current disclosure, filing or former Company Service Providers who are or may be determined to be “disqualified individuals” other requirements imposed on such Member (within the meaning of Section 280G of the Codeincluding under applicable securities and Tax Laws) as by a result of, or due to, the transactions contemplated by this AgreementGovernmental Entity.

Access to Information. (a) From Prior to the Closing Date, or, if earlier, the date hereof until the Effective Time or the earlier termination of this Agreement is terminated pursuant to Section 10.1, if requested by Buyer, Seller shall, and shall cause the Company Group to, deliver to Buyer copies of the monthly unaudited interim consolidated balance sheets and statements of income and cash flows of the Company (which may be presented in accordance with its terms, IFRS) (subject to Applicable Lawthe absence of footnotes and to normal year-end adjustments) and such other Business information as Buyer may reasonably require to enable it to consummate the transactions contemplated by this Agreement. In addition, solely prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 10.1, if requested by Buyer, Seller shall provide Buyer and its representatives with reasonable access to the locations, facilities and employees of the members of the Company Group who have significant responsibility for the purpose of facilitating Business. Notwithstanding the Closingforegoing, the Company shall (i) give Parent Buyer’s review of such information and its Representatives, such access shall only be upon reasonable prior notice, reasonable access shall be during normal business hours to the personnelhours, offices, properties, books shall not unreasonably disrupt personnel and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company Group, and its Subsidiaries shall be conducted in compliance with all applicable Laws and all agreements to which Seller or otherwise result in any significant interference with the prompt and timely discharge by the employees member of the Company or its Subsidiaries Group is a party (which agreements Buyer is advised of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any accessby Seller), or to disclose any (ii) all requests for such information (A) if providing and such access or disclosing shall be made to such information would violate any Applicable Law (including Competition Lawsrepresentatives of Seller as Seller shall designate, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreementwho shall be solely responsible for coordinating all such requests, (Biii) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise neither Buyer nor any of its reasonable best effortsAffiliates or representatives shall conduct any environmental site assessment, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, compliance evaluation or (D) regarding the deliberations of the Board of Directors or the Special Committee investigation with respect to any member of the Company Group without prior consultation with Seller and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted), and (iv) neither Buyer nor any of its Affiliates or representatives shall contact any of the employees, customers, suppliers, parties that have business relationships with or are joint venture partners of any member of the Company Group or any of their respective Affiliates in connection with the transactions contemplated hereby, whether in person or by this Agreement telephone, mail or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable)means of communication, without the entry into the Agreement or any Transaction Document, or any materials provided to the Board specific prior authorization of Directors or the Special Committee in connection therewithSeller. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination Closing Date, upon reasonable notice, Seller shall cause each of this Agreement in accordance with its termsAffiliates, subject officers, directors, employees, agents, representatives, accountants, counsel and financial advisors to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent Buyer, its counsel, financial advisors, auditors and its Representatives, upon reasonable prior notice, reasonable other authorized representatives full access during normal business hours to the personnel, offices, properties, books and records of the Company and its SubsidiariesBusiness, (ii) furnish to Parent Buyer, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information relating to the Business as such Persons may from time to time reasonably request in writing and (iii) instruct the officers, directors, employees, agents, representatives, accountants, counsel and financial advisors of Seller or any of its Representatives Affiliates to cooperate reasonably with Parent Buyer in its investigation of the Company and its Subsidiaries. Any Business; PROVIDED, HOWEVER, that any investigation pursuant to this Section 6.03 5.02 shall be conducted in such manner as not to unreasonably interfere with the Business and shall be subject to the terms of the Confidentiality Agreement. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by either Seller or the Majority Stockholder hereunder or the Voting Agreement, respectively. (b) On and after the Closing Date, Seller and its Affiliates will hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Buyer, Buyer's Affiliates and the Business. (c) On and after the Closing Date, Seller will, for a period of seven (7) years after the Closing Date (i) retain the books of account, financial and other records (including accountants' work papers) of Seller that relate to the Business and the Purchased Assets for periods prior to the Closing in a manner reasonably consistent with prior practice of Seller or send such books and records to Buyer, who shall retain such books and records for such period and (ii) afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant's work papers), information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or 44 any other reasonable business purpose relating to the Business; PROVIDED that any such access by Buyer shall not unreasonably interfere with the conduct of the business businesses or operations of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithSeller. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From During the date hereof until Pre-Closing Period, each of the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject Acquired Companies shall afford to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent Purchaser and its Representativesrepresentatives reasonable access, upon reasonable prior notice, reasonable access during normal business hours and in a manner that does not unreasonably or unnecessarily disrupt or interfere with business operations, to all of the personnelAcquired Companies’ and their Subsidiaries’ properties, officesincluding the Leased Real Property, books, contracts, commitments, personnel and records as Purchaser shall reasonably request, and, during such period, each of the Acquired Companies shall (and each of the Acquired Companies shall cause each of its Subsidiaries to) (a) furnish reasonably promptly to Purchaser and its representatives any other information concerning the Acquired Companies and their Subsidiaries and the business, finances, operations, properties, books assets and records personnel of the Company Acquired Companies and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information their Subsidiaries as such Persons Purchaser may reasonably request in writing and (iiib) instruct its Representatives employees and representatives to reasonably cooperate reasonably with Parent Purchaser in its investigation of the Company Acquired Companies and its their Subsidiaries. Any investigation pursuant ; provided, however, that the Acquired Companies may restrict the foregoing access to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate extent that any Applicable Law requires Acquired Companies to restrict or prohibit access to any such properties or information; and provided, further, however, that either ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇, or their designee, shall have the right to be present at any meeting, or participate in any telephone conversation (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) which such presence or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege canparticipation shall not be protected by materially delayed following the Company through exercise reasonable request of its reasonable best effortsPurchaser), (C) concerning Acquisition Proposalsbetween any officer, which shall be governed by Section 6.04employee, personnel, customer, supplier, accountant, counsel, financial advisor, or (D) regarding the deliberations representative of the Board Acquired Companies, on the one hand, and Purchaser or representative of Directors or the Special Committee Purchaser, on the other hand. Purchaser shall hold, and cause its representatives to hold, any such information that is nonpublic in confidence in accordance with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingClosing Date, the Company Sellers shall (i) give Parent allow Buyer and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives, upon reasonable prior notice, reasonable ”) access (including for inspection and copying) during normal business hours (upon reasonable advance notice, at mutually agreeable times, and in a manner that does not materially interfere with the operations of the Transferred Companies) to the personnel, officesRepresentatives, properties, offices and other facilities, books and records of the Company and each of its Subsidiaries, (ii) and shall furnish to Parent Buyer with such financial, operating and its Representatives such financial and operating other data and other information as such Persons Buyer may reasonably request in writing and (iii) instruct request; provided, that neither Buyer nor any of its Affiliates or Representatives to cooperate reasonably with Parent in its investigation shall contact any of the Company and Company’s or any of its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in ’ employees, customers or suppliers without first coordinating such manner as not to interfere unreasonably contact with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant In order to Section 6.03(afacilitate the resolution of any claims made against or incurred by the Sellers prior to the Closing, or for any other reasonable purpose, for a period of three years after the Closing, Buyer shall: (i) shall be retain the books and records (including personnel files) of the Transferred Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Transferred Companies, and (ii) upon reasonable advance notice (at mutually agreeable times, and in a manner that does not materially interfere with the operations of Buyer), afford the Sellers reasonable access to (including the right to make, at Sellers’ expense, photocopies of), during normal business hours, such books and records, subject to the Sellers entering into reasonable confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”)agreements. (c) During the period between the date hereof and the Closing Date, the Company and its Representatives The provisions of this Section 6.3 shall cooperate be carried out in accordance with Parent and its Representatives with respect to providing information and making the required determinations with respect applicable Law relating to the identification ofexchange of information, and notwithstanding anything to the potential impact and liabilities under Section 280G contrary in this Agreement, none of the Code associated with, current Transferred Companies (or former Company Service Providers who are any of their respective Affiliates) shall be required to provide access to or may be determined to be “disqualified individuals” (within disclose information where such access or disclosure would waive the meaning attorney-client privilege of Section 280G of the Code) as a result of, such party or due to, the transactions contemplated by this Agreementcontravene any Law.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject Prior to Applicable Law, solely for the purpose of facilitating the Closing, Seller shall afford to the Company shall officers, employees and authorized representatives of Buyer and Parent (iincluding independent public accountants and attorneys) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours hours, upon reasonable advance notice, to the personnel, offices, properties, books employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company Business to the extent Buyer or Parent shall reasonably deem necessary and its Subsidiaries, (ii) shall furnish to Buyer and Parent and or their respective authorized representatives such additional information concerning the Business as shall be reasonably requested; provided, however, that Seller shall not be required to violate any Requirement of Law, Court Order or obligation of confidentiality to which Seller, any of its Representatives such financial and operating data and other information as such Persons Affiliates or the Companies is subject or to waive any privilege which any of them may reasonably request possess in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation discharging their obligations pursuant to this Section 6.03 7.1; provided, further, that Seller, its Affiliates and the Companies shall not be required to furnish or otherwise make available to Buyer (i) competitively sensitive information relating to areas of the Company’s business in which Buyer or its Affiliates directly or indirectly compete against the Business or (ii) Tax Returns or other Tax records or information relating to any Consolidated Tax Group; and provided, further, Buyer shall not, without the prior written consent of Seller, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Companies with respect to or in connection with the Contemplated Transactions. Buyer agrees to use commercially reasonable efforts to ensure that such investigation shall be conducted in such a manner as not to interfere unreasonably with the conduct operations of the business Companies or Seller and Buyer shall not undertake any invasive or intrusive environmental testing without Seller’s prior consent. Notwithstanding the foregoing, the obligations of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in Seller pursuant to this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) 7.1 shall be subject to the confidentiality agreement dated as right of October 13Seller to determine, 2022in its discretion, between the Company appropriate timing of the disclosure of information it deems proprietary commercial information or privileged information. The parties shall act at all times in accordance with the terms and Parent (provisions of the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. Each of Public Company and Merger Partner shall (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the and Public Company shall (icause its subsidiaries to) give Parent afford to the other party’s officers, employees, accountants, counsel and its Representatives, upon reasonable prior noticeother representatives, reasonable access access, during normal business hours during the period prior to the personnelEffective Time, officesto all its properties, books, contracts, commitments, personnel and records and, during such period, each of Public Company and Merger Partner shall (and Public Company shall cause its subsidiaries to) furnish promptly to the other party all information concerning its business, properties, books assets and records of personnel as the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons party may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation furtherance of the consummation of the Merger, the Concurrent Financing, or the other transactions contemplated by this Agreement; provided, however, that a party may restrict the foregoing access to the extent that (a) any applicable Law requires such restriction, (b) such access would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege, or (c) such access would be in breach of any confidentiality obligation or similar obligation. Each of Public Company and Merger Partner will (and Public Company will cause its Subsidiariessubsidiaries to) hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement. Any No information or knowledge obtained in any investigation pursuant to this Section 6.03 6.4 or otherwise shall affect or be conducted deemed to modify any representation or warranty contained in such manner as not this Agreement or the conditions to interfere unreasonably with the conduct obligations of the business of parties to consummate the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal dutiesMerger. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any Any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior obtained pursuant to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions access contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) 6.4 shall be subject to the confidentiality agreement dated Confidentiality Agreement. Any access to any facilities of Merger Partner, Public Company, or any of their subsidiaries, shall be subject to the reasonable security measures and insurance requirements of Merger Partner, Public Company, or any of their subsidiaries, as applicable, and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. Without limiting the generality of October 13the foregoing, 2022from the date of this Agreement until the Effective Time, between the each of Public Company and Parent (Merger Partner shall promptly provide the “Confidentiality Agreement”). (c) During other party with copies of any material notice, report or other document received from any Governmental Entity in connection with the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G Merger or any of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. From the Effective Date until the Closing, Seller shall (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with grant Buyer and its termsRepresentatives full access to, subject and a full opportunity to Applicable Lawinspect, solely for the purpose of facilitating the Closinginvestigate, and audit, the Company shall (i) give Parent Books and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, officesRecords, properties, books Contracts, filings, and other documents, data, and records of related to the Company and its SubsidiariesBusiness, (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating, and operating other data and other information related to the Business as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Seller to cooperate reasonably with Parent Buyer in its investigation of the Company and its SubsidiariesBusiness. Any investigation pursuant to this Section 6.03 5.2 shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to unreasonably interfere unreasonably with the conduct of the business Business or any other businesses of the Company and its Subsidiaries Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise result in affect any significant interference with the prompt and timely discharge representation, warranty, or agreement given or made by the employees of the Company or its Subsidiaries of their normal duties. Nothing Seller in this Agreement. All requests by Buyer for access pursuant to this Section 6.03 5.2 shall require the Company be submitted or directed exclusively to provide any accessD▇▇▇▇ ▇’▇▇▇▇▇ and B. S▇▇▇▇ ▇▇▇, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information (A) to Buyer if providing such access or disclosing such information would violate any Applicable Law (including Competition Lawsdisclosure would, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person in Seller’s counsel’s opinion (which shall be governed by delivered to Buyer) would: (y) jeopardize Seller’s attorney-client privilege; or (z) contravene any applicable Legal Requirement. Except as provided in Section 6.04 as applicable6.2(d), Buyer may not contact any suppliers or customers of the entry into the Agreement or any Transaction DocumentBusiness without Seller’s prior written consent, or any materials provided which shall not be unreasonably withheld. Prior to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) Closing, Buyer shall, and shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and cause its Representatives shall cooperate with Parent and its Representatives to, abide by the terms of the Confidentiality Agreement with respect to providing any access or information and making the required determinations with respect provided pursuant to the identification of, and the potential impact and liabilities under this Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement5.2.

Access to Information. (a) For a period of seven years after the Closing Date, upon reasonable prior written notice, Buyer and Sellers shall furnish or cause to be furnished to each other and their employees, agents, auditors and representatives access, during normal business hours, to such information, books and records relating to the Business and the Acquired Assets as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of Tax Returns, reports or forms for the defense of any Tax claims, assessments, audits or disputes, or the prosecution or defense of any Action and shall cooperate with each other to the extent reasonably requested for the preparation of such financial reporting, accounting and Tax matters, provided, that with respect to any Tax Returns or other records relating to Tax matters or any other Action, either Party shall have reasonable access to such information until the applicable statute of limitations, if any, shall have expired, and provided, further, that in either case such access shall be subject to reasonable and customary restrictions with respect to confidentiality. Each Party shall have the right to copy any of such records at its own expense. Neither Party shall be required by this Section 6.1(a) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Further, Buyer understands that it is the intention of CCI to dissolve the corporate entity and terminate all operations following closing, which dissolution may take place prior to the seven year term reflected above. (b) Seller and Buyer each agree to preserve, for at least seven years after the Closing Date, all material books, ledgers and other records that are (i) reasonably related to the Business or Acquired Assets and (ii) in their possession; provided, that each Party will preserve all such material books, ledgers and other records relating to Tax matters until expiration of the applicable statute of limitations. Notwithstanding the foregoing, Buyer understands that it is the intention of CCI to terminate all operations following Closing, which dissolution may take place prior to the seven year term reflected above. (c) From and after the date hereof of this Agreement and until the Effective Time Closing Date or the earlier termination of this Agreement in accordance with its termsAgreement, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller shall (i) give Parent Buyer and its Representatives, upon reasonable prior noticeBuyer’s employees and agents, reasonable access upon reasonable notice during normal business hours to such information concerning the personnel, offices, properties, books Seller and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information Business as such Persons Buyer may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithrequest. (bd) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company On and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and after the Closing Date, Seller and Buyer will take all appropriate action and execute all documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out the Company intent and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, purposes of this Agreement and the potential impact Transaction Agreements, including putting Buyer in possession and liabilities under Section 280G operating control of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within Business and the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this AgreementAcquired Assets.

Access to Information. The Sellers shall cause the Company and its Subsidiaries to afford Purchaser and its accountants, counsel and other representatives reasonable access to (a) From all of the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books books, Contracts, commitments and records of the Company and its Subsidiaries, including all Company Intellectual Property and Company Products, (iib) furnish to Parent and its Representatives such financial and operating data and all other information as such Persons may reasonably request in writing concerning the business, properties and personnel (iiisubject to restrictions imposed by applicable law) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in as Purchaser may reasonably request, and (c) the executive Senior Managers of the Company and any significant interference with the prompt and timely discharge by the employees additional Employees of the Company or its Subsidiaries as reasonably requested by Purchaser. The Sellers shall cause the Company and its Subsidiaries to provide to Purchaser and its accountants, counsel and other representatives copies of their normal duties. Nothing in internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided, however, that no information discovered through the access afforded by this Section 6.03 6.1 shall require the Company to provide (x) limit or otherwise affect any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior remedies available to the date Party receiving such notice, (y) constitute an acknowledgment or admission of a breach of this Agreement, or (Bz) protected by attorney-client privilege (whether owned by be deemed to amend or supplement the CompanySellers’ Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. For the avoidance of doubt, the Board right to indemnification, payment of Directors Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best effortsClosing Date, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by this Agreement the Sellers or any similar transaction other matter. The waiver of any condition based on the accuracy of any such representation or transactions warranty, or on the performance of or compliance with any other Person (which shall be governed by Section 6.04 as applicable)such covenant or agreement, will not affect the entry into the Agreement or any Transaction Documentright to indemnification, payment of Losses, or any materials provided to the Board of Directors other remedy based on any such representation, warranty, covenant or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) agreement. No Indemnified Party shall be subject required to the confidentiality show reliance on any representation, warranty, certificate or other agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined in order for such Indemnified Party to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreemententitled to indemnification hereunder.

Access to Information. (a) From During the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingPre-Closing Period, the Sellers and the Warrantors shall cause the Company shall (i) give Parent and its Representativeseach Subsidiary to afford the officers, attorneys, accountants, tax advisors, lenders and other authorized representatives of the Buyer reasonable access upon reasonable prior notice, reasonable access notice and during normal business hours to the all personnel, offices, properties, books and records of the Company and its the Subsidiaries, (ii) so that the Buyer may have full opportunity to make such investigation as it shall reasonably request of the management, business, properties and affairs of the Company and the Subsidiaries, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records. The Sellers and the Warrantors shall cause the Company and each Subsidiary to furnish to Parent and its Representatives the Buyer such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its the Subsidiaries or otherwise result in any significant interference with as the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 Buyer shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithreasonably request. (b) All information exchanged pursuant to Section 6.03(a) shall be subject Within [**] Business Days after the end of each month ending prior to the confidentiality agreement dated Closing, beginning with May 31, 2013, the Sellers shall cause the Company to furnish to the Buyer an unaudited income statement for such month and a balance sheet as of October 13the end of such month, 2022, between prepared on a basis consistent with the Financial Statements. Such financial statements shall present fairly the consolidated financial condition and results of operations of the Company and Parent (the “Confidentiality Agreement”). (c) During Subsidiaries as of the period between dates thereof and for the date hereof periods covered thereby, and shall, in all material respects, be consistent with the books and records of the Company and the Closing DateSubsidiaries. At the request of the Buyer, and at the Buyer’s expense, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to Buyer (through the identification of, and the potential impact and liabilities under Section 280G engagement of the Code associated with, current Company’s auditors or former Company Service Providers who are or may be determined to be “disqualified individuals” (within as otherwise requested by the meaning of Section 280G of the CodeBuyer) as a result of, or due to, the transactions contemplated by this Agreementin reconciling such monthly financial statements with GAAP.

Access to Information. (a) From Between the date hereof until of this Agreement and the earlier of the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, subject to Applicable Law, solely for the purpose of facilitating the Closingupon reasonable notice, the Company shall (i) give Parent Parent, Merger Sub and its Representativestheir respective officers, upon reasonable prior noticeemployees, reasonable access accountants, counsel, financing sources and other agents and representatives full access, during normal business hours hours, to the personnelall buildings, offices, propertiesand other facilities and to all Books and Records of the Company, books and records whether located on the premises of the Company and its Subsidiaries, or at another location; (ii) furnish to permit Parent and Merger Sub to make such inspections as they may require; (iii) cause its Representatives officers to furnish Parent and Merger Sub such financial financial, operating, technical and operating data product data, and other information as such Persons may reasonably request in writing with respect to the business and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation Assets and Properties of the Company as Parent and its Subsidiaries. Any Merger Sub from time to time may reasonably request, including financial statements and schedules; (iv) allow Parent and Merger Sub the opportunity to interview such employees and other personnel and Affiliates of the Company with the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; and (v) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; provided, however, that no investigation pursuant to this Section 6.03 6.3(a) shall affect or be conducted in such manner as not deemed to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries modify any representation or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected warranty made by the Company through exercise of its reasonable best efforts, (Cherein. Materials furnished to Parent pursuant to this Section 6.3(a) concerning Acquisition Proposals, which shall may be governed used by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithhereby. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between Between the date hereof of this Agreement and the Closing Dateearlier of the Effective Time or the termination of this Agreement, upon reasonable notice, the Parent shall (i) give the Company and its Representatives shall cooperate with respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access, during business hours, to all buildings, offices, and other facilities and to all Books and Records of the Parent and Merger Sub, whether located on the premises of the Parent or at another location; (ii) permit the Company to make such inspections as it may require; (iii) cause its Representatives with respect officers to providing furnish the Company such financial, operating, technical and product data, and other information and making the required determinations with respect to the identification of, business and the potential impact Assets and liabilities under Section 280G Properties of the Code associated withParent and Merger Sub as the Company from time to time may reasonably request, current or former including financial statements and schedules; and (iv) allow the Company Service Providers who are or may be determined the opportunity to be “disqualified individuals” (within the meaning of Section 280G interview such employees and other personnel and Affiliates of the CodeParent with the Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that no investigation pursuant to this Section 6.3(b) as a result of, shall affect or due to, be deemed to modify any representation or warranty made by the transactions contemplated by this AgreementParent or Merger Sub herein.

Access to Information. (a) From the date hereof until the Effective Time earlier of the Closing Date or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating Acquirer and the Closing, the Target Company shall (ia) give Parent provide to the Other Party, its legal counsel and its Representatives, upon reasonable prior notice, other Representatives reasonable access during normal business hours to the personnel, its offices, properties, books properties and records of the Company Books and its SubsidiariesRecords, (iib) furnish to Parent the Other Party, its legal counsel and its other Representatives such financial and operating data and other information relating to its business as such Persons may reasonably request in writing and (iiic) instruct cause its employees, legal counsel, accountants and Representatives of the Target Company to reasonably cooperate reasonably with Parent the Other Party in its investigation of the Company and its Subsidiaries. Any business; provided that no investigation pursuant to this Section 6.03 (or any investigation prior to the date hereof) shall affect any representation or warranty given hereunder and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Other Party’s business. Neither the Company and its Acquirer, the Target Company, nor any their respective Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company be required to provide any access, access to or to disclose any information (A) if providing where such access or disclosing such information disclosure would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to jeopardize the date protection of this Agreement, (B) protected by attorney-client privilege or contravene any Law (whether owned by it being agreed that the Company, the Board of Directors 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 the Special Committee) contravention. Prior to the extent such privilege cannot be protected by the Company through exercise of its reasonable best effortsClosing, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company Acquirer and its Representatives shall cooperate not contact or communicate with Parent the employees, contractors, customers, suppliers, regulators and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G other business relations of the Code associated with, current or former Target Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, in connection with the transactions contemplated by hereby except (i) in connection with obtaining any Consent required in connection with this AgreementAgreement or the transactions contemplated hereby, or (ii) with the prior written consent of the Target Company (which shall not be unreasonably withheld, conditioned or delayed), provided that the Target Company shall have the right to have a Representative present during any such contact in the event that it consents to such contact.

Access to Information. (a) From Between the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating Execution Date and the Closing, the Company Seller: shall (i) give Parent Buyer and its Representativesauthorized Representatives reasonable access, during regular business hours and upon reasonable prior advance notice, reasonable access during normal business hours to the personnel, offices, properties, books and records of the Company Group; and shall cause officers of the Company Group and Seller to furnish Buyer and its Subsidiaries, (ii) furnish to Parent and its authorized Representatives with such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated Company Group as Buyer may from time to time reasonably request (including information relating to Capital Projects); provided, however, that such access does not unreasonably interfere with the operation of Seller’s and the Company Group’s business and shall be subject to Seller’s or the applicable member of the Company Group’s reasonable security measures and insurance requirements, including all applicable safety requirements of Seller and the Company Group, Buyer shall not have access to any files, records, information or data concerning the Seller Retained Assets and other than the Clean Team Members (as defined in the Clean Team Agreement) set forth or described in the Clean Team Agreement, the Parties shall not have access to any Clean Team-Only Information (as defined in the Clean Team Agreement) (clauses and collectively, the “Excluded Records”), and prior to the Closing, without the prior written consent of Seller (which consent may be withheld by Seller in its sole discretion), neither Buyer nor its authorized Representatives shall be permitted to contact any suppliers to, or customers of, any assets that will be owned by the Company Group as of the Closing, in their capacity as suppliers to, or customers of, such assets, contact any employee of Seller or its Affiliates regarding this Agreement or the transactions contemplated hereby or the business or assets owned, or to be owned, following the Pre-Closing Reorganization except as otherwise provided in Section 6.9 or perform invasive or subsurface investigations of any similar transaction member of the Company Group’s assets or transactions with properties owned, or to be owned, following the Pre-Closing Reorganization or collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils). Seller shall have the right to have a Representative present at all times during any such inspections and examinations conducted at offices or other Person (facilities or properties of Seller, its Affiliates or any member of the Company Group. Buyer shall hold in confidence all such information to which shall be governed by Section 6.04 it receives access pursuant to this Agreement on the terms and subject to the conditions contained in the Confidentiality Agreement and, as applicable), the entry into Clean Team Agreement. Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, any information the Agreement disclosure of which would jeopardize any legal privilege available to any member of the Company Group, Seller or any Transaction DocumentSeller Affiliate relating to such information, that would cause Seller, any Seller Affiliate or any member of the Company Group to breach a confidentiality obligation, or any materials provided that would reasonably be expected to the Board result in a violation of Directors applicable Law or the Special Committee in connection therewithloss of solicitor-client privilege. (b) All information exchanged pursuant From and after the Execution Date (including following any termination of this Agreement or following the Closing), ▇▇▇▇▇ agrees to Section 6.03(aindemnify, defend and hold harmless Seller, the Seller Affiliates (including until Closing the Company Group) shall be subject and all such Persons’ directors, officers, employees, agents and representatives from and against any and all Losses (INCLUDING CLAIMS OF STRICT LIABILITY, NEGLIGENCE AND FOR LIABILITY IMPOSED BY STATUTES, RULES OR REGULATIONS) attributable to any personal injury, death or property damage arising out of or relating to access to any member of the Company Group’s or its Affiliates’ properties, facilities, books and records prior to the confidentiality agreement dated as of October 13Closing by Buyer, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result ofAffiliates, or due toits or their directors, the transactions contemplated by this Agreementofficers, employees, agents or representatives, BUT EXCLUDING ANY SUCH LOSSES TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, ANY SELLER AFFILIATE (INCLUDING UNTIL CLOSING THE COMPANY GROUP) OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller shall (ia) give Parent afford Buyer and its Representatives, upon reasonable prior notice, representatives reasonable access during normal business hours to and the personnelright to inspect all of the properties, officesassets, propertiespremises, books and records of records, Assigned Contracts and other documents and data related to the Company and its Subsidiaries, Business; (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Business as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Seller to cooperate reasonably with Parent Buyer in its investigation of the Company and its Subsidiaries. Any Business; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not to interfere unreasonably with the conduct of the business Business or any other businesses of Seller. All requests by Buyer for access pursuant to this agreement shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing contrary in this Section 6.03 Agreement, Seller shall require the Company to provide any access, or not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (Aw) cause significant competitive harm to Seller and its businesses, including the Business, if providing such access the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or disclosing such information would violate other privilege; or (y) contravene any Applicable Law (including Competition Lawsapplicable law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement. Prior to the Closing, (B) protected by attorney-client privilege (whether owned without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of the Business. Buyer shall, and shall cause its Representatives to, abide by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations terms of the Board of Directors or the Special Committee Confidentiality Agreement with respect to the transactions contemplated by this Agreement any access or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials information provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”)this agreement. (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From The Company shall afford to PalEx and Subsidiary and their accountants, counsel, financial advisors and other representatives (the date hereof until "PALEX REPRESENTATIVES") and PalEx and Subsidiary shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "COMPANY REPRESENTATIVES") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. PalEx and Subsidiary shall hold and shall use their reasonable best efforts to cause the PalEx Representatives to hold, and the Company shall hold and shall use its reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement, except that each of PalEx, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose. (b) In the earlier termination of event that this Agreement is terminated in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company each party shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours promptly redeliver to the personnel, offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation all non-public written material provided pursuant to this Section 6.03 7.1 and shall not retain any copies, extracts or other reproductions of such written material. In the event of such termination, all documents, memoranda, notes and other writings prepared by PalEx and Subsidiary or the Company based on the information in such material shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of destroyed (and PalEx , Subsidiary and the Company shall use their respective reasonable best efforts to cause their advisors and its Subsidiaries or otherwise result in any significant interference with the prompt representatives to similarly destroy their documents, memoranda and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any accessnotes), or to disclose any information and such destruction (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”)certified in writing by an authorized officer supervising such destruction. (c) During The Company shall promptly advise PalEx in writing of any change or the period between occurrence of any event after the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result ofthis Agreement having, or due towhich, insofar as can reasonably be foreseen, in the transactions contemplated by this Agreementfuture may have, any Company Material Adverse Effect.

Access to Information. (a) From the date hereof until the Effective Time Closing or the earlier termination of this Agreement in accordance with its termsAgreement, subject to Applicable LawSeller shall, solely for the purpose of facilitating the Closing, and shall cause the Company shall and each Subsidiary to, (ia) give Parent afford Buyer and its RepresentativesRepresentatives reasonable access, during normal business hours and upon reasonable prior notice, reasonable access during normal business hours to and the personnel, officesright to inspect all of the Real Property, properties, assets, premises, books and records of records, Contracts and other documents and data related to the Company and its Subsidiaries, ; (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Company and its Subsidiaries as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Seller and the Company to reasonably cooperate reasonably with Parent Buyer in its due diligence investigation of the Company and its Subsidiaries. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and its Subsidiaries and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and its Subsidiaries and the Real Property, provided, that, Buyer shall not conduct any invasive testing without Seller’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned) and Buyer shall restore the Real Property to the same condition it was in immediately prior to such testing at Buyer’s sole cost and expense. Any investigation pursuant to this Section 6.03 4.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company and in a manner consistent with applicable Law and provisions of leases or other Contracts applicable to such investigations, if any. Buyer shall and shall cause its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of Representatives to hold all information received from Seller, the Company or its Subsidiaries any Subsidiary, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws that certain Mutual Confidentiality and COVID-19 Measures) or a binding agreement entered into prior to the date of this Non-Disclosure Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October March 13, 2022, 2014 between the Company Buyer and Parent (the “Confidentiality Agreement”)Seller. (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Recapitalization Effective Time and subject to applicable Law and any applicable restrictions in the Company’s or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingCompany Subsidiaries’ agreements, the Company shall (i) give Parent to Purchaser, its counsel, financing sources, financial advisors, auditors and its Representatives, upon reasonable prior notice, other authorized representatives reasonable access during normal business hours to the personnel, offices, properties, books and records of the Company and its Subsidiaries, the Company Subsidiaries (including Tax records and accountants’ work papers) and (ii) reasonably promptly furnish or make available to Parent Purchaser, its counsel, financing sources, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons Purchaser may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiariesrequest. Any investigation pursuant to this Section 6.03 7.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and the Company Subsidiaries. Unless otherwise required by Law, Purchaser will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold, any nonpublic information obtained in any such investigation in confidence in accordance with the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, prior to Closing, Purchaser and Purchaser’s representatives shall contact and communicate with the employees (other than the members of senior management), physicians, customers and suppliers of the Company and its Subsidiaries in connection with the transactions contemplated hereby only after prior authorization from the Company’s Chief Executive Officer. From and after the Recapitalization Effective Time, unless otherwise consented to in writing by Madison Dearborn Capital Partners II, L.P. and Cornerstone Equity Investors IV, L.P., the Company and the Company Subsidiaries shall not, for a period of seven years following the Closing Date, destroy, alter or otherwise result in dispose of any significant interference with of the prompt books and timely discharge by the employees records of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into Subsidiaries for the period prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) Recapitalization Effective Time without first offering to the extent surrender to such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement holders such books and records or any similar transaction or transactions with any other Person (portion thereof which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing DatePurchaser, the Company and its Representatives shall cooperate with Parent and its Representatives with respect or any Company Subsidiary may intend to providing information and making the required determinations with respect to the identification destroy, alter or dispose of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time --------------------- termination or the earlier termination consummation of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingOffer, the Company shall will, and will cause its subsidiaries, and each of their respective officers, directors, employees, counsel, advisors, representatives and financing sources (i) give Parent collectively, the "Company Representatives"), to provide Purchaser and its officers, employees, ------------------------ counsel, advisors, representatives and financing sources (collectively, the "Purchaser Representatives, upon reasonable prior notice, ") reasonable access (subject, however, to existing -------------------------- confidentiality and similar non-disclosure obligations and the preservation of attorney-client and work product privileges), during normal business hours and upon reasonable notice, to its officers and employees and to its offices and other facilities and to the personnel, offices, properties, books and records of the Company and its Subsidiariessubsidiaries, (ii) and will permit Purchaser to make inspections of such as Purchaser may reasonably require, and will cause the Company Representatives and the Company's subsidiaries to furnish Purchaser and the Purchaser Representatives to Parent and its Representatives the extent available with such other financial and operating data and other information as such Persons may reasonably request in writing with respect to the business and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation operations of the Company and its Subsidiariessubsidiaries as Purchaser may from time to time reasonably request. Any Unless otherwise required by law, Purchaser will, and will cause the Purchaser Representatives to, hold any such information in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Purchaser or the Purchaser Representatives. No investigation pursuant to this Section 6.03 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct affect any representations or warranties of the business parties ------------ herein or the conditions to the obligations of the parties hereto. In the event of termination of this Agreement for any reason, Purchaser will, and will cause the Purchaser Representatives to, return to the Company or destroy all copies of written information furnished by the Company or any of the Company Representatives to Purchaser or the Purchaser Representatives and its Subsidiaries destroy such portion of all memoranda, notes and other writings prepared by Purchaser or otherwise result in any significant interference with the prompt and timely discharge Purchaser Representatives based upon or including the information furnished by the employees Company or any of the Company Representatives to the Purchaser or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Purchaser Representatives (and Purchaser will certify to the Company to provide any access, or to disclose any information (A) if providing that such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”destruction has occurred). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From To the extent permitted by applicable Law, from the date hereof until the Effective Time or earlier of the earlier Closing and the termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingAgreement, the Seller shall, and shall cause the Company shall to (i) give Parent provide the Buyer and its RepresentativesRepresentatives with reasonable access, upon reasonable prior notice, reasonable access notice and during normal business hours hours, to the personnel, officesassets, properties, and books and records of the Company and its Subsidiariesthe Business, and (ii) furnish to Parent the Buyer and its Representatives with such financial information and operating data concerning the Company and other information the Business as such Persons the Buyer may reasonably request in writing (including the preparation of internal monthly forecasts and management accounts which shall be shared with the Buyer as soon as reasonably practical following the production of such); provided, however, that any such access (iiii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such a manner as not to unreasonably interfere unreasonably with the conduct of the business Business or operations of the Company (ii) Buyer and its Subsidiaries Representatives shall not contact or otherwise result in any significant interference communicate with the prompt and timely discharge by the employees customers or suppliers of the Company (other than contact or its Subsidiaries other communications with such customers or suppliers by Buyer in the ordinary course of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws business and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect related to the transactions contemplated by this Agreement Agreement) unless, in each instance, approved in writing in advance by the Company, such approval not to be unreasonably withheld or delayed, (iii) such access shall not require the Company to allow any similar transaction environmental testing or transactions with any other Person sampling and (which iv) for the avoidance of doubt, nothing herein shall be governed by Section 6.04 as applicable), require the entry into the Agreement or any Transaction DocumentCompany to furnish to Buyer, or provide Buyer with access to, information that would (A) violate any materials provided applicable Law or Order; or (B) reasonably be expected to result in the Board loss of Directors any attorney-client or the Special Committee in connection therewithother legal privilege. (b) All Any information exchanged provided to or obtained by the Buyer or its authorized Representatives pursuant to Section 6.03(a‎7.2(a) above shall be subject to “Confidential Information” as defined in the confidentiality agreement Nondisclosure Letter Agreement, dated as of October 13March 9, 20222021, by and between the Company Buyer and Parent Seller (the “Confidentiality Agreement”). (c) During , and shall be held by the period between Buyer, and Buyer shall cause it to be held by Buyer’s Representatives in accordance with and be subject to the date hereof terms of the Confidentiality Agreement. The terms of the Confidentiality Agreement shall continue in full force and effect until the Closing DateClosing, at which time the Confidentiality Agreement shall terminate. In the event of the termination of this Agreement for any reason prior to the Closing, the Company Confidentiality Agreement shall continue in full force and effect in accordance with its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreementterms.

Access to Information. (a) From Between the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsand the Closing Date, subject Seller shall provide, and cause Dynegy to Applicable Lawprovide, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent Buyer and its Representatives such financial and operating data and other with information as such Persons may to the Business, the Companies, and the Specified Assets, as reasonably request in writing requested by Buyer, provided that, Buyer agrees and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to acknowledges that Seller’s obligations under this Section 6.03 6.1(a), including the obligation to cause Dynegy to take any actions, are expressly subject to and limited by Seller’s rights to such information under the Merger Agreement. Notwithstanding the foregoing, Seller shall not be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company required to provide any access, or to disclose any information (A) if which Seller reasonably believes it, its Affiliates, Dynegy or any of its Affiliates is prohibited from providing such access to Buyer by reason of applicable Law, Permit or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this AgreementOrder, (B) which constitutes or allows access to information protected by attorney-/client privilege (whether owned by the Companyprivilege, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) which Seller, its Affiliates, Dynegy or any of its Affiliates is required to keep confidential or prevent access to by reason of any contract or agreement with a third party, provided that such entity has sought a waiver from such third party. (b) For a period of two (2) years from and after the Closing Date (or if the Closing does not occur, from the date hereof) all nonpublic information in any form or medium, written or oral, concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to Dynegy and its Affiliates and/or the transactions contemplated by this Agreement or any similar transaction Merger Agreement (including all notes, analyses, studies, interpretations, memoranda and other documents, materials or transactions with any other Person (which shall be governed reports that contain, reflect or are based upon, in whole or in part, such information) furnished to or obtained by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged Buyer and Buyer’s Representatives pursuant to this Section 6.03(a) shall be subject 6.1 or furnished prior to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof in connection with the evaluation and the Closing Datenegotiation of this transaction shall be kept confidential by Buyer and Buyer’s Affiliates and shall not be disclosed to any third parties, except for those of Buyer’s or its Affiliates’ Representatives who reasonably require access to such nonpublic information in connection with the transactions contemplated by this Agreement (so long as Buyer remains liable hereunder for any breach of this provision by any such Representative), and shall be used solely for the purpose of achieving the closing of the transactions contemplated by this Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, nothing herein shall prevent Buyer from sharing such information with ratings agencies, provided that such ratings agencies are informed of the confidential nature of such information and agree to keep such information confidential. In the event this Agreement is terminated as provided in Article IX hereof, Buyer shall return or destroy all such nonpublic information to Seller provided that neither such return nor such destruction shall relieve Buyer of its obligations under this Section 6.1. From and after the Closing, the Company confidentiality provisions of this Section 6.1(b) shall not apply to Buyer with respect any such information to the extent that it relates to the Business, the Companies or the Specified Assets. For a period of two (2) years from and after the Closing Date (or if the Closing does not occur, from the date hereof), Seller and its Representatives Affiliates shall cooperate with Parent keep confidential all nonpublic information in any form or medium, written or oral, concerning the Business, the Companies and its Representatives with respect to providing information and making the required determinations with respect to the identification ofSpecified Assets, and the potential impact and liabilities under Section 280G shall not disclose such information to any third parties, except those of the Code associated with, current Seller’s or former Company Service Providers its Affiliates’ Representatives who are or may be determined reasonably require access to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, such non public information in connection with the transactions contemplated by this Agreement, including in connection with the enforcement thereof (so long as Seller remains liable hereunder for any breach of this provision by any such Representative); provided, however, that Seller may disclose such information related to the period prior to the Closing in connection with any financial reporting, compliance with any requirements of Law or Order and for tax purposes. This Section 6.1(b) shall not apply to any information, documents or materials which are in the public domain or shall come into the public domain, other than by reason of a breach by either Party of their obligations hereunder. Furthermore, nothing herein shall be deemed to limit or restrict either Party from disclosing any information (i) in any action or proceeding by such party to enforce any rights it may have against the other Party; (ii) in connection with any interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demands, or any other similar process; and (iii) in connection with routine audits or examinations by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or auditor. (c) As of the Closing Date, each of the Parties shall, and shall cause its Representatives to, afford to the other Party, including its Representatives and Affiliates, reasonable access to all books, records, files and documents to the extent they are related to the Companies and the Specified Assets in order to permit such Party and its Affiliates to prepare and file their Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any proceedings relating to or involving such Party or its Affiliates, to discharge its obligations under this Agreement, to comply with financial reporting requirements, and for other reasonable purposes, and will afford such Party and its Affiliates reasonable assistance in connection therewith. Each Party will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to the other Party; provided, however, that in the event that Buyer transfers all or a portion of the business of the Companies or the Specified Assets to any third party during such period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.1(c). In addition, on and after the Closing Date, at either Party’s request, the other Party shall make available to the requesting Party and its Affiliates and Representatives those employees of the other Party requested by such Party in connection with any proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with the normal conduct of the operations of the other Party and (ii) the requesting Party shall reimburse the other Party for the out-of-pocket costs reasonably incurred by such Party in making such employees available to the requesting Party and its Affiliates and Representatives. (d) As of the Closing, Seller and its Affiliates shall be entitled to retain copies (at Seller’s sole cost and expense) of all books and records relating to its ownership or operation of the Companies, the Business and the Specified Assets.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, Aon shall and shall cause the Company shall and the Subsidiaries to afford to the officers, employees and authorized representatives of Buyer (iincluding independent public accountants, attorneys and investment bankers) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours hours, upon reasonable advance notice, to the personnel, offices, properties, books employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Subsidiaries to the extent Buyer shall reasonably deem necessary in order to be able to operate the Company and the Subsidiaries after the Closing and shall furnish or cause to be furnished to Buyer or its Subsidiariesauthorized representatives such additional information concerning the Company and the Subsidiaries as shall be reasonably requested; provided, however, that: (i) Aon, the Company and the Subsidiaries shall not be required to violate any Requirements of Law, Court Order or obligation of confidentiality to which Aon, the Company or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; (ii) Aon, the Company and the Subsidiaries shall not be required to furnish or otherwise make available to Parent and its Representatives such financial and operating Buyer customer-specific data and other information as such Persons may reasonably request in writing or competitively sensitive information; and (iii) instruct its Representatives to cooperate reasonably Buyer shall not, without the prior written consent of Aon, contact or communicate with Parent in its investigation any vendor, customer, employee, independent contractor or other business partner of the Company and its Subsidiariesthe Subsidiaries with respect to or in connection with the transactions contemplated by this Agreement. Any Buyer agrees that: (A) such investigation pursuant to this Section 6.03 shall be conducted in such a manner as not to interfere unreasonably with the conduct operations of Aon, the Company and the Subsidiaries; (B) all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to an individual to be designated by Aon; and (C) Aon, the Company and the Subsidiaries shall not be required to provide any books and records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding the foregoing, the obligations of Aon pursuant to this Section 7.1 shall be subject to the right of Aon to determine, in its discretion, the appropriate timing of the disclosure of information it deems proprietary commercial information or privileged information. The parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement. (b) Prior to the Closing Date, Aon shall, and shall cause the Company and the Subsidiaries to, reasonably cooperate with Buyer with respect to transition matters, including to: (i) provide reasonable access to the employees of the Company and the Subsidiaries in respect of transition planning; (ii) designate certain of their employees to serve as members of a joint Aon/Buyer transition team and cause such individuals to devote reasonable time to transition matters (it being agreed that Aon (including the Company and the Subsidiaries) shall not be required to appoint more than 20 employees to such team); (iii) devote reasonable office accommodations and related facilities for a continuing presence of transition team members on the premises of the Company and the Subsidiaries; (iv) promptly provide the Buyer with copies of all correspondence or written communication among Aon or any of the Company or any Subsidiary, on the one hand, and A.M. Best Company Inc., Standard & Poor’s or ▇▇▇▇▇’▇ Investors Service, Inc., on the other, which relates to the business of the Company or any of the Subsidiaries; and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees (v) make reasonably available officers of the Company or and the Subsidiaries to assist the Buyer and its Subsidiaries of their normal duties. Nothing investment bankers in this Section 6.03 shall require the Company to provide connection with any access, or to disclose “due diligence” meetings conducted in connection with any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement financing transactions entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee Buyer in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for until the purpose consummation of facilitating the ClosingSale, the Gilat Parties will, and will cause the Company shall (i) and the other Gilat Business Entities to, give Parent Purchaser and its Representativesauthorized agents and representatives (including counsel, upon reasonable prior noticeenvironmental and other consultants, reasonable accountants and auditors) full access during normal business hours to all facilities, personnel and operations and to all books, records, documents, contracts, and financial statements relevant to the personnel, offices, properties, books and records conduct of the Company Business, and its Subsidiaries, (ii) will permit Purchaser to make such inspections as it may reasonably require and will cause the executive officers of each of the Gilat Business Entities to furnish to Parent and its Representatives Purchaser with such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 Business as applicable), the entry into the Agreement or any Transaction Document, or any materials provided Purchaser may from time to the Board of Directors or the Special Committee in connection therewithtime reasonably request. (b) All Purchaser agrees that information exchanged received by it concerning the operations of the Business shall be considered confidential and Purchaser will not, and will cause its agents and representatives not to, use any information obtained pursuant to Section 6.03(a6.5(a) shall be subject for any purpose unrelated to the confidentiality agreement dated as consummation of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated hereby. Subject to the requirements of Law, Purchaser will keep confidential, and will cause its agents and representatives to keep confidential, all information and documents obtained pursuant to Section 6.5(a) unless such information (i) was already known to Purchaser, (ii) becomes available to Purchaser from other sources not known by Purchaser to be bound by a confidentiality obligation, (iii) is disclosed with prior written approval of Seller or Gilat Israel, or (iv) is or becomes readily ascertainable from published information. In the event that this AgreementAgreement is terminated or the transactions contemplated hereby shall otherwise fail to be consummated, Purchaser shall promptly cause all copies of documents or extracts thereof containing information and data as to the Company to be returned. In the event that this Agreement has been terminated or the transactions contemplated hereby shall have failed to be consummated and Purchaser or any of its agents or representatives are requested or required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of the materials delivered or obtained pursuant to this Agreement (the "Business Documentation"), Purchaser shall provide Seller with prompt written notice of any such request or requirement so that the Gilat Parties or the other Gilat Business Entities, as the case may be, may seek a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, Purchaser or any of its agents or representatives are compelled to disclose any of such Business Documentation to any tribunal or else stand liable for contempt or suffer other censure or penalty, Purchaser or its agents or representatives, as the case may be, may, without liability hereunder, disclose to such tribunal only that portion of the Business Documentation which counsel for the Gilat Parties advises is legally required to be disclosed; provided, that Purchaser shall exercise commercially reasonable efforts to preserve the confidentiality of the Business Documentation, including, without limitation, by cooperating with the Gilat Parties and the other Gilat Business Entities, as the case may be, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Business Documentation by such tribunal.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsUpon reasonable notice to Seller, subject to Applicable LawBuyer --------------------- shall have access, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours hours, to Seller's books, records, and files related to the personnelBusiness or the Property, offices, properties, books and records of shall be furnished such information related to the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information purchase as such Persons Buyer may reasonably request in writing for purposes incident to this Agreement; provided, however, that (1) such access shall not unreasonably interfere with Seller's business operations; and (iii2) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to event the transactions contemplated by this Agreement or are not consummated for any similar transaction or transactions with reason, Buyer shall promptly return to Seller any other Person (which shall be governed and all documents, theretofore furnished by Section 6.04 as applicable), Seller to Buyer. To the entry into the Agreement or any Transaction Document, or any materials extent not previously provided to Buyer, as soon as practical following execution of this Agreement, Seller shall provide to Buyer or give Buyer access to the Board of Directors or the Special Committee in connection therewith.following documentation: (b1) All information exchanged pursuant Copies of all documents of title to Section 6.03(a) shall be subject titled property, including exceptions thereto, of any kind or description relating to the confidentiality agreement dated as of October 13Real Property, 2022, between the Company Purchased Assets and Parent (the “Confidentiality Agreement”).Business; (c2) During Copies of all Permits and contracts; (3) Such other documents as are deemed reasonably necessary by Buyer to carry out its due diligence investigation prior to the period between the date hereof and Closing Date. Until the Closing Date, the Company Buyer and its Representatives shall cooperate with Parent principals will retain all such information regarding the Business in confidence, will not disclose such information to any third party other than to authorized agents, attorneys, accountants, Buyer's banks and its Representatives with respect to providing information and making other necessary parties without the required determinations with respect to the identification ofprior written permission of Seller, and will use such information only for the potential impact and liabilities under Section 280G purposes of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, completing the transactions contemplated by this Agreement. In addition, any information regarding the Seller and its subsidiaries beyond the scope of the Business being conveyed by Seller to Buyer, shall not be divulged or communicated by Buyer or any of its principals to any other person.

Access to Information. (a) From Prior to the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, Closing Date and subject to Applicable Lawapplicable Laws and Section 6.4, solely for Parent shall be entitled, through its officers, employees and Representatives (including their respective legal advisors and accountants), to have such access to the purpose properties, businesses and operations of facilitating the Closing, the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to Subsidiaries and such examination of the personnel, offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish Subsidiaries as it reasonably requests upon reasonable advance written notice in connection with Parent’s efforts to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of consummate the Company and its Subsidiariestransactions contemplated by this Agreement. Any investigation pursuant to this Section 6.03 such access and examination shall be conducted in such manner as during regular business hours and under circumstances that do not to unreasonably interfere unreasonably with the conduct normal operations of the business and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Company and its Subsidiaries or otherwise result to cooperate with Parent and Parent’s Representatives in any significant interference connection with such access and examination, and Parent and its Representatives shall cooperate with the prompt Company and timely discharge its Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business in connection therewith. Any disclosure during such investigation by Parent or its Representatives shall not constitute any enlargement or additional representation or warranty of the employees Company beyond those specifically set forth in Article IV. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it (i) relates to interactions with prospective buyers of the Company or its Subsidiaries the negotiation of their normal duties. Nothing in this Section 6.03 shall require Agreement and the transactions contemplated hereby, (ii) would unreasonably disrupt the operations of the Company to provide or any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreementits Subsidiaries, (Biii) protected by attorney-client privilege (whether owned by the Company, the Board is that portion of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) board materials regarding the deliberations consideration of the Board of Directors Merger or the Special Committee with respect to the any other transactions contemplated by this Agreement or (iv) would require the Company or any similar transaction of its Subsidiaries to disclose information that in the reasonable judgment and good faith of counsel to the Company, is subject to attorney-client privilege or transactions may conflict with any other Person (applicable Law or confidentiality obligations to which shall be governed by Section 6.04 as applicable), the entry into the Agreement Company or any Transaction Document, of its Subsidiaries is bound (in which case the Company will use reasonable best efforts to provide such access in a manner which would not so violate or any materials provided to the Board of Directors jeopardize such privilege or the Special Committee in connection therewithlegal or confidentiality restriction). (b) All information exchanged pursuant to Section 6.03(a) shall be subject Notwithstanding anything to the confidentiality agreement dated as contrary contained herein, prior to the Closing, (i) without the written consent of October 13, 2022, between the Company and (which may be withheld in the Company’s sole discretion), Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Dateshall not contact any suppliers, vendors or customers of the Company and or any Subsidiary, other than in the ordinary course of business of Parent or any of its Representatives shall cooperate with Parent and its Representatives Affiliates with respect to providing information and making matters not involving the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current Company or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, its Subsidiaries regarding the transactions contemplated by this Agreementhereby, and provided that the Company shall have the right to have a Representative present during any such restricted contact in the event that it consents to such contact, and (ii) Parent shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries without the prior written consent of the Company (which may be withheld in the Company’s sole discretion).

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingUpon reasonable notice, the Company shall, and shall (i) give Parent and its Representativescause the Significant Subsidiaries to, upon reasonable prior notice, reasonable access afford to the representatives of Purchaser during normal business hours during the period prior to the personnelClosing Date, offices, access to all its properties, books books, contracts, commitments and records of records, and to its officers, employees, accountants, counsel and other representatives and, during such period, the Company shall, and its Subsidiariesshall cause the Significant Subsidiaries to, (ii) furnish make available to Parent the Purchaser all information concerning their business, properties and its Representatives such financial and operating data and other information personnel as such Persons the Purchaser may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of request. Neither the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 nor the Significant Subsidiaries shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company required to provide any access, access to or to disclose any information (A) if providing where such access or disclosing disclosure would, in the opinion of its counsel, waive the attorney-client privilege of the Person in possession or control of such information would violate or contravene any Applicable Law (including Competition Lawslaw, Foreign Investment Lawsrule, privacy laws and COVID-19 Measures) regulation, order, judgment, decree, fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations restrictions of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithpreceding sentence apply. (b) All information exchanged furnished by the Company or the Significant Subsidiaries to Purchaser pursuant to Section 6.03(athis Agreement (the "Confidential Information") shall be subject treated as the sole property of the Company and, if this Agreement shall be terminated, the Purchaser shall upon request promptly return to the confidentiality agreement dated as Company all of October 13such written information and all documents, 2022notes, between summaries or other materials containing, reflecting or referring to, or derived from, such information. The Purchaser shall keep confidential all such information, will use such information solely for the Company purpose of evaluating the transactions contemplated by this Agreement and Parent (the “Confidentiality Agreement”)shall not directly or indirectly use such information for any competitive or other commercial purpose. (c) During The obligation to keep confidential the period between Confidential Information as such shall not apply to (i) any information which (A) was already in the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect Purchaser's possession on a non-confidential basis prior to the identification ofdisclosure thereof by the furnishing party, and (B) was then publicly available or generally known to the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) public other than as a result ofof disclosure by the Purchaser in violation of the provisions hereof, or due to(C) was disclosed to the Purchaser by a third party not bound by any obligation of confidentiality or (ii) disclosures made as required by law. If the Purchaser is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Confidential Information concerning the Company or any Significant Subsidiary, the transactions contemplated Purchaser will promptly notify the furnishing party of such request or requirement so that the furnishing party may seek an appropriate protective order and/or waive the Purchaser's compliance with the provisions of this Agreement. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder the Purchaser is nonetheless, in the opinion of its counsel, compelled to disclose information concerning the furnishing party to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, the Purchaser may disclose such information to such tribunal or governmental body or agency to the extent necessary to comply with such order as advised by counsel without liability hereunder. (d) The Purchaser understands and agrees that the applicable furnishing party will suffer immediate, irreparable harm in the event the Purchaser fails to comply with any of its obligations of confidentiality under this Agreement, that monetary damages will be inadequate to compensate the furnishing party for such breach and that such furnishing party shall be entitled to specific performance as a remedy for any such breach without the necessity of posting a bond or proving special damages. Such remedy shall not be deemed to be the exclusive remedy in the event of any such breach by the Purchaser, but shall be in addition to all other remedies available to the furnishing party at law or in equity. (e) No representations or warranties are made by the Company, the Significant Subsidiaries, or any Affiliate thereof except as expressly set forth in this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsUpon reasonable notice, subject to Applicable Law, solely for the purpose of facilitating the Closingand except as may otherwise be required by applicable Laws, the Seller shall, and shall cause the Company shall (i) give Parent to, afford the Buyer’s officers, employees, counsel, accountants and its Representativesother authorized representatives reasonable access, upon reasonable prior notice, reasonable access during normal business hours throughout the period prior to the personnelClosing, officesto the Company’s properties, books, contracts and records and, during such period, the Seller shall, and shall cause the Company to, furnish promptly to the Buyer all information concerning the Company’s business, properties, books results of operations and records personnel as may reasonably be requested. Such access to information will be provided and conducted under the supervision of the Company Seller’s personnel and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct normal operations of the business of Company. All requests by the Buyer for access pursuant to this Section 5.3 must be submitted or directed exclusively to C▇▇▇▇ ▇▇▇▇▇▇▇, or such other individuals as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company will be required to disclose any information to the Buyer if such disclosure would: (i) would reasonably be likely to result in a Material Adverse Effect due to the competitive harm caused to the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any accessbusiness, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement are not consummated, (ii) contravene any applicable Law or (iii) jeopardize any similar transaction attorney-client or transactions other privilege based upon the advice of the Seller’s counsel; provided that the Seller shall use its reasonable commercial efforts, if so permitted by applicable Law, to promptly communicate to the other party the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such communication would not cause such competitive harm to the Seller or its Affiliates, violate applicable Law or cause the loss of the attorney-client privilege with any other Person respect thereto. Prior to the Closing, without the prior consent of the Seller (which shall not to be governed by Section 6.04 as applicableunreasonably withheld, conditioned or delayed), the entry into the Agreement or Buyer shall not contact any Transaction Documentsuppliers to, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Datecustomers of, the Company Company. The Buyer shall, and shall cause its Representatives shall cooperate with Parent and its Representatives to, abide by the terms of the Confidentiality Agreement with respect to providing any access to information and making the required determinations with respect provided pursuant to the identification of, and the potential impact and liabilities under this Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement5.3.

Access to Information. (a) From Prior to the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, Closing Date and subject to Applicable Lawapplicable Laws (including the Pandemic Measures) and Section 6.5, solely for the purpose of facilitating the ClosingPurchaser shall be entitled, the Company shall through its officers, employees and Representatives (i) give Parent including its legal advisors and its Representativesaccountants), upon reasonable prior notice, reasonable to have such access during normal business hours to the personnel, offices, properties, businesses and operations of the Company and such examination of the books and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its as it reasonably requests upon reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee advance written notice in connection therewith. (b) All information exchanged pursuant with Purchaser’s efforts to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, consummate the transactions contemplated by this Agreement. Any such access and examination shall be conducted during regular business hours and under circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law (including the Pandemic Measures). Seller and the Company shall, and shall cause the Acquired Subsidiaries and the respective Representatives of Seller, the Company and the Acquired Subsidiaries to, cooperate with Purchaser and Purchaser’s Representatives in connection with such access and examination. Notwithstanding anything to the contrary in this Agreement, any such access may be limited to the extent Seller reasonably determines that such access would reasonably be expected to jeopardize the health or safety of any employee of Seller or its Affiliates due to the Pandemic or Pandemic Measures. Any disclosure during such investigation by the Company or its Representatives shall not constitute any enlargement or additional representation or warranty of Seller or the Company beyond those specifically set forth in Article IV. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it (i) relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the transactions contemplated hereby, (ii) would unreasonably disrupt the operations of Seller, its Subsidiaries or any of the Acquired Companies, or (iii) would require Seller, its Subsidiaries or any of the Acquired Companies to disclose information that, in the reasonable judgment and good faith of counsel to Seller or the Company, is subject to attorney-client privilege or may conflict with any applicable Law or confidentiality obligations to which any of Seller, its Subsidiaries or the Acquired Companies is bound; provided, however, that if any material information concerning the Company Business is withheld pursuant to the foregoing clause (iii), Seller will work with Purchaser in good faith to make the substance of such information available to Purchaser or its Representatives. (b) Notwithstanding anything to the contrary contained herein, prior to the Closing, Purchaser shall not, without the written consent of the Company, (i) contact any customers of the Company Business, other than in the ordinary course of business of Purchaser or any of its Affiliates with respect to matters not involving the Company Business, any of the Transaction Agreements or the transactions contemplated hereby or thereby, and provided that Seller or the Company shall have the right to have a Representative present during any such contact in the event that it consents to such contact, and (ii) have any right to perform invasive or subsurface investigations of the properties or facilities of the Acquired Companies.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company Sellers shall, and shall cause the Acquired Entities to: (ia) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to and the personnelreasonable opportunity to inspect all of the Owned Real Property, officesassets, propertiespremises, books and records of records, contracts, agreements and other documents and data related to the Company and its Subsidiaries, Acquired Entities; (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Acquired Entities as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Sellers and the Acquired Entities to cooperate reasonably in all reasonable respects with Parent Buyer in its investigation of the Company Acquired Entities and its Subsidiariesthe Owned Real Property; provided, however, that any such access, inspection or investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Entities. Any investigation All requests by Buyer for access, inspection, investigation, information or documents pursuant to this Section 6.03 7.2 shall be conducted submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers’ Representative may designate in such manner as not writing from time to interfere unreasonably with time. Notwithstanding anything to the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing contrary in this Section 6.03 Agreement, neither the Sellers nor the Acquired Entities shall require the Company to provide any access, or be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (Ai) cause significant competitive harm to the Acquired Entities or the Company Business if providing such access the Transactions are not consummated, provided that disclosure of the Transactions and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or disclosing such information would violate (iii) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement Contract entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From During the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingInterim Period, the Company Sellers shall, and shall (i) give Parent cause the Sellers’ Representative and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books and records of Companies to: afford the Company and its Subsidiaries, (ii) furnish to Parent Buyer and its Representatives reasonable access to and the right to inspect the Owned Real Property, the Leased Real Property and the Purchased Assets; furnish the Buyer and its Representatives with such financial financial, operating, and operating other data and information related to the Companies, the Purchased Assets and the Assumed Liabilities as the Buyer or any of its Representatives may reasonably request; provided, however, that none of the Sellers, the Companies, nor their respective Representatives shall be required to create reports, analyses, or prepare other information as in connection with such Persons may requests; and instruct the Representatives of the Sellers and the Companies to reasonably request in writing cooperate with the Buyer and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any Companies; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to the Sellers’ Representative, under the supervision of the relevant Seller’s or Company’s personnel and in such a manner as not to interfere unreasonably with the conduct normal operations of such Company. Notwithstanding anything to the contrary in this Agreement, none of the business of Sellers or the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 Companies shall require the Company to provide any access, or be required to disclose any information to the Buyer or its Representatives if such disclosure would: (Ax) in a Seller’s reasonable discretion, cause significant competitive harm to such Seller, a Company, their respective businesses or the Purchased Assets if providing such access the transactions contemplated by this Agreement are not consummated; (y) waive any attorney-client or disclosing such information would other privilege; (z) violate any Applicable applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws or Contract to which such Seller or Company is a party and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement; provided, (B) protected however, if such access or disclosure is denied by attorney-client privilege (whether owned a Seller or Company, such Seller or Company shall promptly notify the Buyer, shall describe in writing the reasons for such denial and shall reasonably cooperate with the Buyer to implement any commercially reasonable procedures requested by the CompanyBuyer to, if possible, provide access or disclosure without resulting in the violations or waivers set forth in the foregoing clauses (x) through (z). Prior to Closing, without the prior written consent of the Sellers’ Representative, which may be withheld for any reason, the Board Buyer shall not (other than in the ordinary course of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations business of the Board of Directors or the Special Committee with respect Buyer and its Affiliates unrelated to the transactions contemplated by this Agreement Agreement) contact any Persons known by the Buyer or any similar transaction its Affiliate to be suppliers to, or transactions with any other Person (which shall be governed by Section 6.04 as applicable)customers of, the entry into the Agreement or any Transaction DocumentCompanies, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information any Purchased Assets or Assumed Liabilities, and making the required determinations Buyer shall have no right to perform invasive, destructive, or subsurface investigations of the Companies’ properties or any other environmental sampling (such as indoor air sampling). The Buyer shall, and shall direct its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.2, and the identification Buyer shall indemnify, defend, and hold the Seller Indemnified Parties and their Representatives harmless from and against any Losses (including interest, reasonable attorneys’ and other professionals’ fees and expenses and court costs) arising out of the Buyer’s or its Representatives access to any Owned Real Property or Leased Real Property during the Interim Period except to the extent such Losses were caused by the gross negligence or willful misconduct of the Sellers, the Companies, their respective Affiliates, or their respective Representatives. The Companies, and the Affiliates and Representatives of the Sellers and the Founders, are express third-party beneficiaries of, and the potential impact and liabilities under Section 280G may enforce, any of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of provisions in this Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement6.2.

Access to Information. (a) From During the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingPre-Closing Period, the Company shall, and shall (i) give Parent cause its Subsidiary to, afford to the Counterparty’s directors, managers, officers, employees, accountants, counsel and its Representativesother representatives, reasonable access, upon reasonable prior notice, reasonable access during normal business hours and in a manner that does not unreasonably disrupt or interfere with the Company’s business operations, to all of the Company’s and its Subsidiary’s properties and facilities, books, Contracts, management personnel and records as the Counterparty shall reasonably request, and, during such period, the Company shall, and shall cause the Company’s Subsidiary to, furnish promptly to the personnelCounterparty such information concerning its business, officesoperations, properties, books assets and records personnel as the Counterparty may reasonably request; provided that any access to third parties other than management personnel of the Company (i) shall require the prior written consent of the Company (such consent not to be unreasonably conditioned, withheld or delayed) and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request be conditioned (in writing and (iiithe Company’s sole discretion) instruct its Representatives to cooperate reasonably with Parent in its investigation on the presence of representatives of the Company and its Subsidiariesduring any such access. Any investigation access or information provided pursuant to this Section 6.03 6.2 shall not limit or otherwise affect the remedies available to the Counterparty hereunder (including the Counterparty’s right to indemnification pursuant to Article VIII), or the representations or warranties of, or the conditions to the obligations of, the Parties set forth in this Agreement. Any information provided pursuant to this Section 6.2 shall be conducted in subject to the Confidentiality Agreement. Notwithstanding the foregoing, no Person shall be required pursuant to this Section 6.2 to provide access or disclose information where such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries access or otherwise disclosure would result in the loss of any significant interference with the prompt and timely discharge attorney-client privilege or be prohibited under applicable Law or by the employees terms of any agreement to which the Company or its Subsidiaries Subsidiary is a party as of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by ; provided that the Company, Company shall work with the Board Counterparty in good faith to seek to develop substitute arrangements for providing such access or information that does not result in the loss of Directors or the Special Committee) to the extent such privilege canor is not be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, prohibited under such Law or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithagreement. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From Subject to applicable Law and any applicable Judgment, between the date hereof until the Effective Time or of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with its terms, subject pursuant to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent and its RepresentativesSection 7.01, upon reasonable prior notice, Seller shall, and shall cause its Affiliates (including any Designated Seller Subsidiary) and each other Business Group Member to, afford to Purchaser and Purchaser’s Representatives reasonable access during normal business hours to the personnelBusiness Group’s officers, officesemployees, agents, properties, books books, Contracts and records (other than any of the Company foregoing that relate to the negotiation and execution of this Agreement) and Seller shall, and shall cause its SubsidiariesAffiliates (including any Designated Seller Subsidiary) and each other Business Group Member to, furnish promptly to Purchaser and Purchaser’s Representatives such information concerning the Business, Business Group Members and the Transactions contemplated hereby as Purchaser may reasonably request (ii) furnish other than any information that Seller determines in its reasonable judgment relates to Parent the negotiation and execution of this Agreement), in each case, in connection with the consummation of the transactions contemplated by this Agreement (including for integration planning); provided that Purchaser and its Representatives shall conduct any such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted activities in such a manner as not to interfere unreasonably with the conduct Business; provided further, however, that (a) Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would (upon advice of outside counsel) (i) violate applicable Law, or an applicable Judgment, (ii) jeopardize the business protection of an attorney-client privilege, attorney work product protection or other legal privilege or (iii) expose Seller or any Business Group Member to risk of liability for disclosure of sensitive or Personal Information notwithstanding the Company existence of and its Subsidiaries compliance with any applicable data protection agreements, and (b) any physical access may be limited to the extent Seller determines in good faith that such limitation is necessary in light of COVID-19 or otherwise result in any significant interference with COVID-19 Measures, including if providing such access would reasonably be expected to jeopardize the prompt health and timely discharge safety of any employee of any Business Group Member. All requests for information made pursuant to this Section 5.02 shall be directed to the executive officer or other Person designated by the employees of the Company or its Subsidiaries of their normal dutiesSeller. Nothing in this Section 6.03 5.02 or elsewhere in this Agreement (in each case, other than as set forth in Section 5.20) shall be construed to require Seller or any of its Representatives to prepare any reports, analyses, appraisals or opinions that are not readily available (it being understood that Seller shall not be required to prepare any financial projections, forecasts or any other prospective or pro forma financial information). Nothing in this Section 5.02 shall require the Company Seller or any of its Representatives to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect unrelated to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithBusiness. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller shall (ia) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to and the personnel, officesright to inspect all of the Real Property, properties, books assets, premises, Books and records of Records, Assigned Contracts and other documents and data related to the Company and its Subsidiaries, Business; (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Business as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Seller to cooperate reasonably with Parent Buyer in its investigation of the Company and its Subsidiaries. Any Business; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere unreasonably with the conduct of the business Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to ▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇)or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing contrary in this Section 6.03 Agreement, Seller shall require the Company to provide any access, or not be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (Aw) cause significant competitive harm to Seller and its businesses, including the Business, if providing such access the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or disclosing such information would violate other privilege; or (y) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, ; or (Dz) regarding the deliberations of the Board of Directors or the Special Committee reveal bids received from third parties in connection with respect transactions similar to the transactions those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, without the prior written consent of Seller, which such consent shall not be unreasonably withheld, conditioned, or delayed, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive, destructive or subsurface investigations of the Real Property or any similar transaction or transactions with any other Person environmental sampling (which such as indoor air sampling). Buyer shall, and shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and cause its Representatives shall cooperate with Parent and its Representatives to, abide by the terms of the Confidentiality Agreement with respect to providing any access or information and making the required determinations with respect provided pursuant to the identification of, and the potential impact and liabilities under this Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement6.02.

Access to Information. (a) From Subject to Buyer’s obligations under the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsConfidentiality Agreement, subject to Applicable Law, solely for the purpose of facilitating the Closing, Seller and the Company shall (i) give Parent will provide Buyer and its Representativesofficers, upon reasonable prior notice, employees and Representatives (including independent public accountants and attorneys) reasonable access during normal business hours hours, upon reasonable advance notice, to the personnel, offices, properties, books properties and business and financial records and other documents and data of the Company and shall furnish to Buyer or such Persons such additional information concerning the Business as shall be reasonably requested (including information regarding any services provided to the Company by the Seller or any of the Seller’s Affiliates or vice versa); provided, however, that: (a) neither Seller nor the Company shall be required to (i) violate any obligation of confidentiality, Order or Requirements of Law to which Seller or the Company is subject or to waive any privilege which any of them may possess in discharging its Subsidiariesobligations pursuant to this Section 7.1 (provided, that Seller and the Company shall use commercially reasonable efforts to provide such access in an alternative manner that does not have any of the foregoing effects) or (ii) furnish to Parent jeopardize the health and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation safety of any employee of the Company in light of any Contagion Event or Contagion Event Measures; and (b) without the prior written consent of the Seller, neither Buyer nor any of its Subsidiariesofficers, employees, agents or representatives shall communicate with any employees, customers, suppliers or other business relationships of the Company. Any Buyer hereby acknowledges and agrees that (A) it shall use commercially reasonable efforts to conduct any investigation pursuant to this Section 6.03 shall be conducted 7.1 in such a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees operations of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this AgreementSeller, (B) protected all requests by attorney-client privilege (whether owned by the Company, the Board of Directors Buyer for access or the Special Committee) availability pursuant to this Section 7.1 shall be submitted or directed to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, Seller and (C) concerning Acquisition ProposalsBuyer shall not be permitted to undertake any environmental sampling or other invasive environmental testing without the Seller’s prior written consent, which consent shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee granted in connection therewithSeller’s sole discretion. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall use commercially reasonable efforts to: (ia) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to and the personnel, officesright to inspect all of the Real Property, properties, assets, premises, books and records records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent Buyer in its investigation of the Company and its Subsidiaries. Any Company; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable (and in no event less than two (2) days’ (provided that at least one of such days is a Business Day)) advance written notice to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, under the supervision of the personnel of the Company and in such a manner as not to interfere unreasonably with the conduct normal operations of the business Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated or such other Persons as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company and its Subsidiaries Company, Sellers or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 Shareholder Representative shall require the Company to provide any access, or be required to disclose any information to Buyer if such disclosure would, in such Person’s reasonable discretion: (Ai) cause significant competitive harm to Sellers, the Company or their respective businesses if providing such access the transactions contemplated by this Agreement are not consummated; (ii) jeopardize any attorney-client or disclosing such information would violate other privilege; or (iii) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date Signing Date. Prior to the Closing, without the prior written consent of Shareholder Representative, which may be withheld for any reason, Buyer shall (A) not contact any suppliers to, or customers of, the Company with respect to their relationship with the Company or any other matter related to this AgreementAgreement or the transactions contemplated hereby, or (B) protected by attorney-client privilege (whether owned have no right to perform invasive or subsurface investigations of the Real Property. Buyer shall, and shall cause its Representatives to, abide by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations terms of the Board of Directors or the Special Committee Confidentiality Agreement with respect to the transactions contemplated by this Agreement any access or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials information provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to this Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”)5.02. (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller shall (i) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to and the personnel, offices, right to inspect all of the properties, books assets, premises, Books and records of Records, Contracts and other documents and data constituting the Company and its Subsidiaries, Total Assets; (ii) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Business as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iii) instruct its the Representatives of Seller to cooperate reasonably with Parent Buyer in its investigation of the Company and its Subsidiaries. Any Business; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not to interfere unreasonably with the conduct of the business Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 8.03(a) shall be submitted or directed exclusively to Seller's Chief Financial Officer, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing contrary in this Section 6.03 Agreement, Seller shall require the Company to provide any access, or not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (Ax) cause significant competitive harm to Seller and its businesses, including the Business, if providing such access the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or disclosing such information would violate other privilege; or (z) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) . Prior to the extent such privilege cannot be protected by Closing, without the Company through exercise prior written consent of its reasonable best efforts, (C) concerning Acquisition ProposalsSeller, which shall not be governed by Section 6.04unreasonably withheld or delayed, Buyer shall not contact any suppliers to, or (D) regarding customers of, the deliberations Business and Buyer shall have no right to perform invasive or subsurface investigations of the Board Leased Real Property. Buyer and Seller shall, and shall cause each of Directors or their Representatives to, abide by the Special Committee terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 8.03(a). In addition to the obligations of Buyer under the Confidentiality Agreement, Buyer shall not, and shall cause each of its Representatives not to, disclose any information provided by Seller or any of Seller's Representatives to Buyer or any of Buyer's Representatives that Seller identifies as material, non-public information unless Buyer has first obtained from the proposed recipient of such material, non-public information such proposed recipient's written agreement to keep such material, non-public information confidential, in form and substance reasonably satisfactory to Seller. (b) From the date hereof until the Closing, Buyer shall (i) afford Seller and its Representatives reasonable access to and the right to inspect all of the properties, assets, premises, Books and Records, Contracts and other documents and data relating to the Buyer's business; (ii) furnish Seller and its Representatives with such financial, operating and other data and information related to the Buyer's business as Seller or any of its Representatives may reasonably request; and (iii) instruct the Representatives of Buyer to cooperate with Seller in its investigation of the Buyer's business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Buyer, under the supervision of Buyer's personnel and in such a manner as not to interfere with the conduct of the Buyer's business. All requests by Seller for access pursuant to this Section 8.03(b) shall be submitted or directed exclusively to Buyer's Chief Financial Officer, or such other individuals as Buyer may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to disclose any information to Seller if such disclosure would, in Buyer's sole discretion: (x) cause significant competitive harm to Buyer and the Buyer's business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any similar transaction applicable Law, fiduciary duty or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry binding agreement entered into the Agreement or any Transaction Document, or any materials provided prior to the Board date of Directors or this Agreement. Buyer and Seller shall, and shall cause each of their Representatives to, abide by the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to terms of the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives Agreement with respect to providing any access or information and making the required determinations with respect provided pursuant to this Section 8.03(b). In addition to the identification ofobligations of Seller under the Confidentiality Agreement, Seller shall not, and the potential impact and liabilities under Section 280G shall cause each of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due its Representatives not to, disclose any information provided by Buyer or any of Buyer's Representatives to Seller or any of Seller Representatives that Buyer identifies as material, non-public information unless Seller has first obtained from the transactions contemplated by this Agreementproposed recipient of such material, non-public information such proposed recipient's written agreement to keep such material, non-public information confidential, in form and substance reasonably satisfactory to Buyer.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsClosing Date, subject to Applicable Law, solely for the purpose of facilitating the Closingupon reasonable advance notice, the Company shall, and shall cause each Subsidiary and each of their respective Representatives (as hereinafter defined) to, (i) give Parent afford the Representatives of the Buyer and its RepresentativesAcquisition Sub reasonable access, upon reasonable prior notice, reasonable access during normal business hours hours, to the personnel, offices, properties, books and records of the Company Acquired Companies and its Subsidiariesto those Representatives of the Acquired Companies who have material, relevant knowledge pertaining to the Properties or the Acquired Companies or the Affiliated Property Owners including, without limitation, access to enter upon and perform the physical and environmental inspections on the Properties contemplated by Section 2.10 hereof, (ii) provide any addition financial statements that may be required by the Buyer or its Affiliates to comply with the reporting requirements of the SEC under Regulations S-K and S-X, and cause its independent public accountants to cooperate in providing an opinion with respect to the Financial Statements and any additional audited financial statements the Buyer may require for such purposes, and (iii) furnish to Parent the Representatives of the Buyer and its Representatives Acquisition Sub such additional financial and operating data (which data shall include, subject to clause (D) of the proviso below, monthly financial statements prepared in accordance with GAAP on the same basis as the Financial Statements and such other financial and operating data as is provided to the Company's management on a monthly basis) and such other information regarding the Acquired Companies as such Persons the Buyer or Acquisition Sub may from time to time reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any accessrequest; provided, or to disclose any information however, that (A) if providing such access investigation shall not unreasonably interfere with any of the businesses or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) operations of the Acquired Companies or a binding agreement entered into prior to the date of this AgreementAffiliated Property Owners, (B) protected by attorney-client privilege (whether owned by the CompanyBuyer and Acquisition Sub shall not, prior to the Board of Directors Closing Date, have any contact whatsoever with respect to the Acquired Companies or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, Affiliated Property Owners or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement with any partner, lender, ground lessor, tenant (included ground lessees), vendor or supplier of the Acquired Companies, except in consultation with the Company and then only with the express prior approval of the Company, which shall not be unreasonably withheld, (C) all requests by the Buyer and Acquisition Sub for access or information pursuant to this Section 5.2(a) shall be submitted or directed exclusively to an individual or individuals to be designated by the Company, and (D) the Company shall not be required to deliver periodic financial information other than consistent with past practice, which, in the case of any Property, consists of monthly financial statements and, in the case of any Affiliated Property Owner, consists of quarterly financial statements. The Buyer and Acquisition Sub shall not be permitted to conduct any invasive tests on any Property without the Company's prior written consent, which shall not be unreasonably withheld. Each of the Buyer and Acquisition Sub agrees to indemnify the Acquired Companies and the Affiliated Property Owners from and against any and all Losses suffered by the Acquired Companies and the Affiliated Property Owners as a result of any physical or environmental damage or injury to persons caused by the Buyer and Acquisition Sub during the conduct of the investigations and inspections contemplated hereby (it being understood that such indemnity shall not apply to discovery by the Buyer or Acquisition Sub of any existing matters if the discovery thereof imposes liability the Company or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicableindemnified party), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant In order to Section 6.03(afacilitate the resolution of any claims made by or against or incurred by the Partners after the Closing in respect of their ownership of the Acquired Companies or for any other reasonable purpose, for a period of seven (7) years following the Closing, the Buyer and Acquisition Sub shall, and shall be subject cause the Acquired Companies and the Affiliated Property Owners to, (i) retain the books and records of the Buyer, Acquisition Sub, the Acquired Companies or the Affiliated Property Owners, as the case may be, and their operations for periods prior to the confidentiality agreement dated as Closing and which shall not otherwise have been retained by the Partners and (ii) upon reasonable notice, afford the Representatives of October 13any Partner reasonable access (including the right to make photocopies, 2022at the expense of such Partner), between the Company during normal business hours, following reasonable notice thereof, to such books and Parent (the “Confidentiality Agreement”)records. (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company Seller shall (ia) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent afford Buyer and its Representatives reasonable access to and the right to inspect all of the properties, assets, premises, Books and Records, Assigned Contracts and other documents and data constituting Purchased Assets; (b) furnish Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Business as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Seller to cooperate reasonably with Parent Buyer in its investigation of the Company and its Subsidiaries. Any Business; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not to interfere unreasonably with the conduct of the business Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Seller's Chief Financial Officer, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing contrary in this Section 6.03 Agreement, Seller shall require the Company to provide any access, or not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (Ax) cause significant competitive harm to Seller and its businesses, including the Business, if providing such access the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or disclosing such information would violate other privilege; or (z) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) . Prior to the extent such privilege cannot be protected by Closing, without the Company through exercise prior written consent of its reasonable best efforts, (C) concerning Acquisition ProposalsSeller, which shall not be governed by Section 6.04unreasonably withheld or delayed, Buyer shall not contact any suppliers to, or (D) regarding customers of, the deliberations Business and Buyer shall have no right to perform invasive or subsurface investigations of the Board Leased Real Property. Buyer and Seller shall, and shall cause each of Directors or their Representatives to, abide by the Special Committee terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02. In addition to the transactions contemplated obligations of Buyer under the Confidentiality Agreement, Buyer shall not, and shall cause each of its Representatives not to, disclose any information provided by this Agreement Seller or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement of Seller's Representatives to Buyer or any Transaction Documentof Buyer's Representatives that Seller identifies at material, or any materials provided non-public information unless Buyer has first obtained from the proposed recipient of such material, non-public information such proposed recipient's written agreement to the Board of Directors or the Special Committee keep such material, non-public information confidential, in connection therewithform and substance reasonably satisfactory to Seller. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the MSA Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingDate, the Company Parties shall (ia) give Parent afford Investor and its Representatives, upon reasonable prior notice, reasonable Representatives access during normal business hours to and the personnel, officesright to inspect all of the Real Property, properties, assets, premises, books and records records, Contracts and other documents and data related to the Company at mutually acceptable times and without undue disruption to the Ordinary Course of Business of the Company and its Subsidiaries, or interference with the Company’s contractual relationships; (iib) furnish to Parent Investor and its Representatives with such financial legal, financial, operating and operating other data and other information related to the Company as such Persons Investor or any of its Representatives may reasonably request in writing request; and (iiic) instruct its Representatives to cooperate reasonably with Parent Investor in its investigation of the Company and its Subsidiaries. Any Company; provided, however that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to Company Parent, under the supervision of Company Parent’s designated Representatives and in such a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries Business or otherwise result in any significant interference with the prompt and timely discharge by the employees other businesses of the Company or its Subsidiaries of their normal dutiesCompany Parent. Nothing All requests by Investor for access pursuant to this Section 5.2 shall be submitted or directed exclusively to [PERSONAL INFORMATION REDACTED] or such other individuals as Company Parent may designate in writing from time to time. Notwithstanding anything to the contrary in this Section 6.03 Agreement, no Company Party shall require the Company to provide any access, or be required to disclose any information to Investor if such disclosure would, in Company Parent’s reasonable discretion: (Aw) cause significant competitive harm to a Company Party and its businesses, including the Business, if providing such access the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client privilege; (y) contravene any applicable Law, fiduciary duty or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a material binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, ; or (Dz) regarding the deliberations of the Board of Directors or the Special Committee reveal bids received from third parties in connection with respect transactions similar to the transactions those contemplated by this Agreement and any written analysis (including financial analysis) relating to such bids. Prior to the MSA Effective Date, without the prior written consent of a Company Party and unless in the presence of a designated Representative of Company Parent, Investor shall not contact or otherwise communicate with any employee of a Company Party or any similar transaction or transactions third party contracting with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (Investor shall have no right to perform invasive or subsurface investigations of the “Confidentiality Agreement”). (c) During the period between the date hereof Real Property. Investor shall, and the Closing Date, the Company and shall cause its Representatives shall cooperate with Parent and its Representatives to, abide by the terms of the Confidentiality Agreement with respect to providing any access or information and making the required determinations with respect provided pursuant to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.this

Access to Information. (a) From The Company shall afford to Purchaser and its accountants, counsel, financial advisors and other representatives, and each of their respective representatives, reasonable access, during normal business hours upon reasonable notice throughout the date hereof until period prior to the Effective Time Closing, to the Company’s properties and facilities (including all Leased Property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon, in the earlier termination case of this Agreement in accordance Leased Property not owned by an Affiliate of the Company with its termsthe consent of the applicable landlord to the extent so required, subject which consent the Company shall use commercially reasonable efforts to Applicable Lawobtain), solely for books, Contracts and records of the purpose Company and, during such period, shall furnish promptly such information concerning the businesses and properties of facilitating the Company as Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Prior to the Closing, the Company shall (i) give Parent generally keep Purchaser informed as to all material matters involving the operations and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, books and records businesses of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All nonpublic information exchanged pursuant to Section 6.03(a) provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be subject to “Confidential Information” for purposes of the confidentiality agreement Confidentiality and Nondisclosure Agreement dated as of October 13December 19, 2022, 2012 between Purchaser and the Company and Parent (the “Confidentiality Agreement”). (c) During , the period between terms of which shall continue in force until the date hereof and Closing. Notwithstanding the Closing Dateforegoing, the Company and its Representatives shall cooperate with Parent and its Representatives with respect not be required to providing disclose any information and making if such disclosure would contravene any applicable Law. No information provided to or obtained by Purchaser pursuant to this Section 6.1 shall limit or otherwise affect the required determinations with respect remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Article VIII), or the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current representations or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result warranties of, or due tothe conditions to the obligations of, the transactions contemplated by this Agreementparties hereto.

Access to Information. (a) From During the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingPre-Closing Period, the Company shall (i) give Parent afford the officers, attorneys, accountants, tax advisors, lenders and its Representatives, upon reasonable prior notice, other authorized representatives of the Buyer reasonable access during normal business hours to the all personnel, offices, properties, books and records of the Company Company, and its Subsidiaries, (ii) shall furnish to Parent and its Representatives the Buyer such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with as the prompt and timely discharge by Buyer shall reasonably request. Notwithstanding the employees of foregoing, (A) the Company shall not be required to permit any inspection or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any other access, or to disclose any information information, that would: (Ai) if providing such access or disclosing such information would violate any Applicable Law contractual obligation of the Company in effect as of the date hereof with respect to confidentiality, non-disclosure (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measuresdisclosure of trade secrets or other Intellectual Property in violation of such contractual obligations) or a binding agreement entered into prior to privacy; (ii) jeopardize protections afforded the date of this Agreement, (B) protected by Company under the attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege attorney work product doctrine (that cannot be protected preserved through entry into a customary joint defense agreement); or (iii) result in disclosure of information that the Company is required by Law to keep confidential; provided that, prior to withholding any such information pursuant to this clause (A), the Company shall provide the Buyer with a written notice describing the type of information so withheld and the reason for the withholding thereof; and (B) the Company shall use commercially reasonable efforts to provide the Buyer the access, documents or information sought in a manner that does not violate applicable Law or jeopardize such attorney-client or other privilege or confidentiality. In no event shall the Buyer nor any Persons acting on its behalf communicate with any employee, customer or service provider of the Company without the prior written consent (not to be unreasonably withheld, conditioned or delayed and it being agreed that failure by the Company through exercise to respond within 24 hours shall constitute consent) of its reasonable best effortsthe Company (electronic mail being sufficient); provided, however, that the Buyer shall not be prohibited from contacting (Cx) concerning Acquisition Proposalssuppliers, which shall be governed by Section 6.04distributors or other material business relations of the Company (i) in the Ordinary Course of Business and not related to the Merger or (ii) in connection with obtaining any consent or waiver or providing any notice necessary or desirable in connection with the transactions contemplated hereby, or (Dy) any employee or consultant of the Company regarding the deliberations employment or other service providing relationship of such employee or consultant with the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement Buyer or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), of its Affiliates following the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithClosing. (b) All information exchanged pursuant During the Pre-Closing Period, within [**] after the end of each calendar month beginning with the first month ending after the date hereof, the Company shall furnish to Section 6.03(athe Buyer an unaudited statement of operations for such month and a balance sheet as of the end of such month, prepared in accordance with GAAP applied on a basis consistent with the application thereof to the most recent financial statements included in clause (ii) of the definition of Financial Statements (to the extent consistent with GAAP). Such financial statements shall fairly present the financial condition and results of operations of the Company as of the dates thereof and for the periods covered thereby and shall be subject to consistent with the confidentiality agreement dated as books and records of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”)Company. (c) During The Company shall, if reasonably requested by the period between Buyer, introduce the date hereof Buyer to suppliers and service providers of the Company for the purpose of facilitating the post-Closing Date, integration of the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G their businesses into that of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this AgreementBuyer.

Access to Information. From the Signing Date until the Closing, Seller shall, and shall cause the Company and the Company Subsidiaries to: (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to and the personnel, officesright to inspect all of the Real Property, properties, assets, premises, books and records of records, contracts, agreements, insurance arrangements and outstanding claims and other documents and data related to the Company and its Subsidiaries, Company; (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to the Company as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Seller and the Company to cooperate reasonably with Parent Buyer in its investigation of the Company and its Subsidiaries. Any Company; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere unreasonably with the conduct normal operations of the business of Company. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to ▇▇▇▇▇ ▇▇▇▇▇▇ or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or be required to disclose any information to Buyer if such disclosure would, in Seller’s good faith judgment: (Ai) cause significant competitive harm to Seller, the Company and their respective businesses if providing such access the Transactions are not consummated; (ii) jeopardize any attorney-client or disclosing such information would violate other privilege; or (iii) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) Signing Date. Prior to the extent such privilege cannot be protected by Closing, without the Company through exercise prior written consent of its reasonable best efforts, (C) concerning Acquisition ProposalsSeller, which may be withheld for any reason, Buyer shall be governed by Section 6.04not contact any suppliers to, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Datecustomers of, the Company and its Representatives Buyer shall cooperate with Parent and its Representatives with respect have no right to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G perform invasive or subsurface investigations of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this AgreementReal Property.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the The Company shall (i) give Parent afford to Buyer and its RepresentativesRepresentatives reasonable access, during normal business hours, upon reasonable prior noticeadvance notice to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, reasonable access during normal business hours ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇ ▇. ▇▇▇▇ (collectively, the “Company Representatives”), to the personnel, offices, properties, books employees and business, tax, accounting and other records and files (including computer files, retrieval programs and similar documentation) of the Company to the extent reasonably necessary for the Closing and/or for planning for the post-Closing integration of the Company into Buyer’s business operations and its Subsidiaries, (ii) furnish to Parent and its Representatives Buyer such financial and operating data and other additional information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of concerning the Company and its Subsidiariesbusiness as may be reasonably requested. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with Notwithstanding the conduct of the business of foregoing, the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or not be required to disclose any information to Buyer to the extent such disclosure would (Ax) if providing such access reasonably be expected to result in the loss of attorney client privilege or disclosing such information would violate any Applicable Law attorney work product or other legally recognized privileges or immunity from disclosure (including Competition Laws, Foreign Investment Laws, privacy laws which loss may not be avoided by the entry into a joint defense or similar agreement between the Company and COVID-19 MeasuresBuyer) or a (y) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected . All information provided by the Company through exercise of its reasonable best efforts, (Cpursuant to this Section 6.1(a) concerning Acquisition Proposals, which shall be governed held by Section 6.04, or (D) regarding Buyer subject to the deliberations terms and conditions of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewithConfidentiality Agreement. (b) All information exchanged pursuant to Section 6.03(a) Buyer agrees that its investigation shall be subject conducted in such a manner as not to interfere unreasonably with the operations of the Company. Buyer shall direct all inquiries in the course of its investigation to the confidentiality agreement dated as Company Representatives. Buyer shall not contact or speak to any of October 13the customers, 2022, between distributors or suppliers of the Company and Parent (without the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, prior written consent of one of the Company and its Representatives Representatives, such consent not to be unreasonably withheld or delayed. The Company shall cooperate be provided with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification reasonable prior notice of, and the potential impact and liabilities under Section 280G a designated representative of the Code associated with, current or former Company Service Providers who are or may shall be determined invited to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result ofpresent during, or due to, the transactions contemplated by this Agreementany such communications.

Access to Information. (a) From the date hereof until At all times prior to the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject during normal business hours and upon reasonable advance notice and to Applicable Law, solely the extent consistent with applicable Laws and for the purpose purposes of facilitating the Closinginvestigation of the Company or the transition of ownership thereof to Buyer, the Company shall afford Buyer, its Representatives and financing sources reasonable access to (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to all of the personnel, officesassets, properties, books Books and records Records and Contracts of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and all other information as such Persons may reasonably request in writing concerning the business, assets, properties and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business personnel of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt as Buyer may reasonably request and timely discharge by the employees (iii) all Employees of the Company or and its Subsidiaries as identified by Buyer. Notwithstanding the foregoing, the Company shall not be required to provide such access to the extent it could jeopardize any applicable attorney client privilege or would result in breach of their normal dutiesany Contract to which the Company or any of its Subsidiaries is a party or is otherwise bound; provided, however, that, in the event the Company withholds or prevents any such access, it shall use commercially reasonable efforts to provide Buyer, its Representatives and its financing sources such requested or sought information or data pursuant to a reasonable alternative accommodation. Nothing The Company agrees to provide to Buyer and its accountants, counsel, financing sources and other Representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation conducted pursuant to this Section 6.03 7.11 or otherwise shall require affect or be deemed to qualify, limit, modify, amend or supplement any representation or warranty contained herein or in the Company to provide any accessDisclosure Schedule, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior the conditions to the date obligations of the parties to consummate the Merger in accordance with the terms and provisions of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise rights of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement Buyer or any similar transaction Indemnified Party under or transactions with any other Person (which shall be governed by Section 6.04 as applicable), arising out of a breach of this Agreement. Notwithstanding the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Dateforegoing, the Company and its Representatives Subsidiaries shall cooperate with Parent and its Representatives with respect not have any obligation to providing provide any information and making the required determinations with respect or access to the identification offinancing sources of Buyer pursuant to this Section 7.11 unless and until such Persons shall have each entered into a confidentiality and non-disclosure agreement with the Company or with Buyer (with the Company as an express third party beneficiary) on terms reasonably acceptable to the Company (any such nondisclosure agreement, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be a “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this AgreementFinancing NDA”).

Access to Information. From the Effective Date until the Closing, Sellers shall, and shall cause each Company to: (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company shall (i) give Parent afford Buyer and its Representatives, upon reasonable prior notice, Representatives reasonable access during normal business hours to and the personnel, officesright to inspect all of the Leased Real Property, properties, assets, premises, books and records of the Company records, contracts, agreements and its Subsidiaries, other documents and data related to each Company; (iib) furnish to Parent Buyer and its Representatives with such financial financial, operating and operating other data and other information related to each Company as such Persons Buyer or any of its Representatives may reasonably request in writing request; and (iiic) instruct its the Representatives of Sellers and the Companies to cooperate reasonably with Parent Buyer in its investigation of the Company and its Subsidiaries. Any Companies; provided, however, that any such investigation pursuant to this Section 6.03 shall be conducted during normal business hours upon reasonable advance notice to Sellers' Representative or such other individual(s) as Sellers' Representative may designate in writing from time to time and in accordance with the instructions of such manner individual(s), so as to preserve the confidentiality of the Transactions and so as not to interfere unreasonably with the conduct normal operations of either Company. Notwithstanding anything to the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing contrary in this Section 6.03 Agreement, neither Sellers nor either Company shall require the Company to provide any access, or be required to disclose any information to Buyer if such disclosure would, in Sellers' Representative's reasonable discretion: (Ai) cause significant competitive harm to any Seller or either Company, or their respective businesses if providing such access the Transactions are not consummated; (ii) jeopardize any attorney-client or disclosing such information would violate other privilege; or (iii) contravene any Applicable Law (including Competition Lawsapplicable Law, Foreign Investment Laws, privacy laws and COVID-19 Measures) fiduciary duty or a binding agreement entered into prior to the date Effective Date. Prior to the Closing, Buyer shall not, without the prior written consent of Sellers' Representative, which such consent may be withheld in Sellers' Representative's sole discretion and for any reason or for no reason, contact any suppliers to or customers or employees of any Company or any other third party concerning this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement Transactions or any similar transaction or transactions in connection with any other Person such investigation. Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property without the prior written consent of Sellers' Representative (which consent shall not be governed by Section 6.04 as applicable)unreasonably withheld, the entry into the Agreement delayed or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”conditioned). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From 7.4.1 Subject to applicable Legal Requirements, from and after the date hereof until and prior to the Effective Time Closing or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the ClosingTermination Date, the Company shall (i) give Parent and its RepresentativesGroup Companies shall, upon reasonable prior noticewritten notice from the Buyer (or otherwise as is agreed between the Parties), permit the Buyer and its Representatives to have reasonable access during normal business hours to the personnelofficers, offices, propertiesemployees, books and records of the Company and its SubsidiariesGroup Companies; provided, (ii) furnish to Parent that the Buyer and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and shall not be permitted to have access to (iiia) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries individual performance or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any accessevaluation records, medical histories, personally-identifiable information, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Lawsother information, Foreign Investment Lawsin each case, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date in violation of this Agreementapplicable Legal Requirements, (Bb) protected by information that is subject to attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04privilege, or (Dc) regarding information that a Group Company is required to keep confidential pursuant to the deliberations terms of any Contract by which such Group Company is bound. The Group Companies shall, subject to the prior written consent of the Board Seller (which consent may not be unreasonably withheld, conditioned or delayed), permit the Buyer or any of Directors its Affiliates or Representatives to contact any Advisory Client, customer, supplier, financing source, or other business relation of the Special Committee Seller, the Group Companies, or any of their respective Affiliates with respect to the transactions contemplated hereby. 7.4.2 The Buyer shall, and shall cause its Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Seller, the Group Companies and their respective Affiliates furnished to the Buyer or its Representatives in connection with the transactions contemplated by this Agreement or any similar transaction or transactions in accordance with any other Person (which shall be governed by Section 6.04 as applicable)that certain confidentiality agreement, the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13November 22, 20222019, between the Company Buyer and Parent BrightSphere Inc. (the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (as defined in the Confidentiality Agreement). (c) During , which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall apply to the period between Buyer as if it were a party thereto. Upon the date hereof and the Closing DateClosing, the Company Confidentiality Agreement shall be deemed null and its Representatives shall cooperate with Parent void and its Representatives be terminated, except with respect to providing information concerning the Seller and making its Affiliates (other than the required determinations Group Companies), in which case it shall survive in accordance with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreementits terms.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject Prior to Applicable Law, solely for the purpose of facilitating the Closing, Purchaser and Merger Sub shall be entitled, through their respective officers, employees and representatives (including their legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours to the personnel, offices, properties, Subsidiaries and such examination of the books and records of the Company and its Subsidiariesthe Subsidiaries as they reasonably request and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, (ii) furnish to Parent and its Representatives such financial and operating data employees, consultants, agents, accountants, attorneys and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation representatives of the Company and the Subsidiaries to cooperate with Purchaser and Merger Sub and its Subsidiaries. Any representatives in connection with such investigation pursuant and examination and use reasonable efforts to this Section 6.03 afford access to Purchaser and its respective representatives to the work papers of Ernst & Young LLP, and Purchaser and Merger Sub and their respective representatives shall be conducted in such manner as not use their commercially reasonable efforts to interfere unreasonably cooperate with the conduct of the business of the Company and its representatives and minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company or any of the Subsidiaries or otherwise result in any significant interference with to disclose information subject to attorney-client privilege. Notwithstanding anything to the prompt and timely discharge by contrary contained herein, (i) neither Purchaser nor Merger Sub shall, prior to the employees Closing, without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or its Subsidiaries of their normal duties. Nothing conditioned but which consent may be conditioned upon a Company designated representative being in this Section 6.03 shall require attendance), contact any suppliers to, or customers of, the Company to provide or any accessof the Subsidiaries, or to disclose any information and (Aii) if providing such access or disclosing such information would violate any Applicable Law (including Competition Lawsneither Purchaser nor Merger Sub shall, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date Closing, without the prior written consent of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.withheld for any

Access to Information. (a) From Sellers agree to provide Buyer with reasonable access to all information in the date hereof until possession of Sellers or Representatives relating to the Effective Time Group Companies or the earlier termination Contemplated Transactions, and all of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company such information shall (i) give Parent and its Representatives, upon reasonable prior notice, reasonable access during normal business hours be treated as Confidential Information pursuant to the personnel, offices, properties, books and records terms of the Company Confidentiality Agreement, and its Subsidiaries, (ii) furnish Buyer agrees to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request in writing and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation maintain the confidentiality of the Company proposed transaction in all dealings with employees of Sellers or the Group Companies. Sellers shall not be required to provide such access if to do so would unreasonably interfere with the operations of the Group Companies or delivery of patient care and shall not be required to violate any obligation of confidentiality to which it is subject or to waive any privilege that it may possess in discharging its Subsidiaries. Any investigation obligations pursuant to this Section 6.03 7.1, so long as Sellers shall have used their commercially reasonable efforts to provide such information without violation of any such obligation or applicable Law. Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the conduct operations of the Group Companies. Buyer also agrees that it is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates to) contact any employee (other than executive officers), payor, supplier, vendor, customer, patient or other material business relation of the Company and its Subsidiaries or otherwise result in any significant interference with Group Companies regarding the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into Contemplated Transactions prior to the date Closing, without the prior consent of this AgreementSellers. Further, (B) protected by attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise Buyer agrees that neither it nor any of its reasonable best efforts, Representatives will visit any Group Company or Facility unless accompanied by a Representative of Sellers (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations unless Sellers authorize a visit without a Representative of the Board of Directors or the Special Committee with respect to the transactions contemplated by this Agreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), the entry into the Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”Sellers). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing information and making the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating until the Closing, the Company Seller shall, and shall cause its Affiliates to (i) give Parent permit Purchaser and its RepresentativesRepresentatives to have reasonable access, upon reasonable prior notice, reasonable access during in a manner so as not to interfere with the normal business hours operations of the Business, to the personnel, officesall premises, properties, books books, records (including Tax records) contracts and records of documents exclusively related to the Company Business and its Subsidiaries, (ii) furnish to Parent Purchaser with all financial, operating and its Representatives such financial and operating 33 other data and other information related exclusively to the Business (including copies thereof), as such Persons Purchaser may reasonably request in writing and (iii) instruct its Representatives request; provided, however, that Seller shall not be required to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries permit any inspection or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to provide any other access, or to disclose any information that in the reasonable judgment of Seller would: (A) if providing such access result in the disclosure of any Trade Secrets or disclosing such information would other competitively-sensitive information, (B) violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) obligation of Seller or a binding agreement its Affiliates with respect to confidentiality entered into prior to the date of this Agreement, (BC) protected by violate or result in the loss or material impairment of any information subject to the attorney-client privilege (whether owned by the Company, the Board of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, attorney work product doctrine or (D) regarding violate any Legal Requirement. Without limiting the deliberations generality of the Board of Directors foregoing, Seller shall not be required to permit any inspection or the Special Committee other access to, or disclose any information regarding, any personnel file, human resources file, or other employment-related files maintained with respect to any Prospective Employee. Unless permitted by Seller in its sole discretion, ▇▇▇▇▇▇▇▇▇ agrees that it shall not undertake any environmental testing in connection with the transactions contemplated access provided in this Section 6.3. Any such access will be provided or conducted during normal business hours upon reasonable advance notice to Seller, under the reasonable supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of Seller and its Affiliates. All requests by Purchaser for access pursuant to this Agreement Section 6.3 shall be submitted or directed exclusively to such individual or individuals as Seller may designate in writing from time to time (including in response to Purchaser’s request). Prior to the Closing, without the prior written consent of Seller, which will not be unreasonably withheld or delayed, none of Purchaser or any similar transaction of its Affiliates shall contact any employees of, suppliers to or transactions with customers of the Business or any other Person (which person with a material business relationship with Seller or its Affiliates. Purchaser shall, and shall be governed cause its Affiliates to, abide by Section 6.04 as applicable), the entry into terms of the Confidentiality Agreement or any Transaction Document, or any materials provided to the Board of Directors or the Special Committee in connection therewith. (b) All information exchanged pursuant to Section 6.03(a) shall be subject to the confidentiality agreement dated as of October 13, 2022, between the Company and Parent (the “Confidentiality Agreement”). (c) During the period between the date hereof and the Closing Date, the Company and its Representatives shall cooperate with Parent and its Representatives with respect to providing any access or information and making provided pursuant to this Section 6.3 or otherwise, in accordance with the required determinations with respect to the identification of, and the potential impact and liabilities under Section 280G terms of the Code associated with, current or former Company Service Providers who are or may be determined to be “disqualified individuals” (within the meaning of Section 280G of the Code) as a result of, or due to, the transactions contemplated by this such Confidentiality Agreement.