Common use of Access to Information Clause in Contracts

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From the date hereof until the earlier The Company shall, and shall cause each of Closing or termination of this Agreement in accordance with Article VIII and subject its Subsidiaries to, afford to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer Parent and its Representatives reasonable access access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, properties (including, for the avoidance of doubt, the Company’s and the right to inspect all its Subsidiaries’ Oil and Gas Properties), offices and other facilities of the Leased Real PropertyCompany and its Subsidiaries and to their books, propertiesrecords, assets, premises, Books contracts and Records, Assigned Contracts and other documents and data exclusively related shall, and shall cause each of its Subsidiaries to, furnish as promptly as reasonably practicable to the Business; and (b) furnish Buyer Parent and its Representatives with such financialinformation concerning the Company’s and its Subsidiaries’ business, operating properties (including, for the avoidance of doubt, the Company’s and other data its Subsidiaries’ Oil and information exclusively related Gas Properties), contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of the Business as Buyer or any of Parent. Parent and its Representatives may reasonably request; provided that shall conduct any such access shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and activities in such a manner as not to interfere unreasonably with the conduct business or operations of the Business Company or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 its Subsidiaries and there shall be submitted or directed exclusively to such individual as Seller shall designate in writing from time to timeno invasive environmental testing without the prior consent of the Company. In furtherance of Notwithstanding the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list the Company shall not be required to, or to cause any of all current Trade Programs its Subsidiaries to, grant access or furnish information to BuyerParent or any of its Representatives to the extent that such information is subject to an attorney-client privilege or attorney work-product doctrine (other than title opinions relating to the Company’s and its Subsidiaries’ Oil and Gas Properties) or that such access or the furnishing of such information is prohibited by Law; and (ii) supplement or amend (by written notice Parent shall not have access to Buyer) Section 2.01(a) personnel records of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (Company or any related claim for indemnification). Notwithstanding anything of its Subsidiaries relating to the contrary in this Agreement, Seller shall not be required to disclose any individual medical histories or other information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of information which could subject the Company or any of its Subsidiaries to risk of significant liability. Parent agrees that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (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 Businessit will not, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer shall, and shall will cause its Representatives not to, abide by the terms of the Confidentiality Agreement with respect to use any access or information provided obtained pursuant to this Section 6.025.1 for any purpose unrelated to the Transactions. The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information. From (a) Subject to the terms of the Confidentiality Agreement, this Agreement and applicable Laws, during the period from the date hereof until of this Agreement through the earlier of the Closing or termination of Date and the date on which this Agreement is terminated in accordance with Article VIII VII, the IASIS Parties shall permit the MPT Parties and subject their advisors, lenders, accountants, attorneys and authorized representatives to compliance with all applicable Antitrust Lawshave reasonable access, Seller shall: (a) afford Buyer during regular business hours and its Representatives upon reasonable access notice, to and the right to inspect all of the Leased Real Propertyoffices, facilities, assets, properties, assetscertain management-level employees, premisesbooks and records of the IASIS Parties, Books and Recordsshall furnish, Assigned Contracts and other documents and data exclusively related or cause to be furnished, to the Business; and (b) furnish Buyer and its Representatives with MPT Parties, such financial, tax and operating data and other data information with respect to such entities and information exclusively related their respective offices, facilities, assets, properties, employees, businesses and operations as the MPT Parties shall from time to the Business as Buyer or any of its Representatives may time reasonably request; provided that any such . All access and investigation pursuant to this Section 5.1 shall be limited to normal business hours upon reasonable advance notice to Seller, under coordinated through IASIS’s Chief Financial Officer and shall be conducted at the supervision of Seller’s personnel MPT Parties’ expense and in such a manner as not to interfere with the conduct normal operations of the Business businesses of IASIS and the Sellers. Notwithstanding anything to the contrary contained herein or otherwise, neither IASIS nor any of the Sellers shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege or other immunity or contravene any Law 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or binding agreement entered into prior to the date of this Agreement; provided, should have been set forth or described however, that the IASIS Parties will notify the MPT Parties in such Section 2.01(a) reasonable detail 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 circumstances giving rise to any breach of any representationnon-access or non-disclosure pursuant to the foregoing and to permit access or disclosure, warrantyto the extent possible, covenant in a manner consistent with privilege or agreement by Seller (other immunity or any related claim for indemnification)applicable Law or Contract. Notwithstanding anything to the contrary in this Agreementcontained herein or otherwise, 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior prior to the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion)the IASIS Parties, Buyer the MPT Parties shall not contact any suppliers tovendor, customer, physician or customers ofother healthcare provider of the IASIS Parties without the written consent of the IASIS Parties, other than any such contact not involving the Businesstransactions contemplated by this Agreement and the other Transaction Documents, and Buyer provided that IASIS shall have no the right to perform invasive or subsurface investigations of have a representative present during any such contact in the Leased Real Property. Buyer shall, event that its consent is required and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect it consents to any access or information provided pursuant to this Section 6.02such contact.

Access to Information. From Subject to applicable Law, upon reasonable notice, prior to the date hereof until Effective Date, the earlier of Closing Debtors shall (and shall cause their Subsidiaries to) afford (i) the Investors and their Representatives (including the Ad Hoc Counsel), upon request, reasonable access, during normal business hours and without unreasonable disruption or termination of this Agreement in accordance interference with Article VIII the Company’s and subject its Subsidiaries’ business or operations to compliance with the Company’s and its Subsidiaries’ officers, directors and employees, and Representatives, properties, books, contracts and records and, prior to the Effective Date, the Debtors shall (and shall cause their Subsidiaries to) furnish promptly to such parties all applicable Antitrust Lawsinformation concerning the Company’s and its Subsidiaries’ business, Seller shall: properties and personnel as may reasonably be requested by any such party, provided, that the foregoing shall not require the Company (a) afford Buyer and its Representatives to permit any inspection, or to disclose any information, that in the reasonable access to and the right to inspect all judgment of the Leased Real PropertyCompany would cause the Company to violate any of its obligations with respect to confidentiality to a third party if the Company shall have used its commercially reasonable efforts to obtain, propertiesbut failed to obtain, assetsthe consent of such third party to such inspection or disclosure, 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 to disclose any legally privileged information exclusively related to of the Business as Buyer Debtors 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 their Subsidiaries as determined based on the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct advice of the Business Company’s legal counsel, or (c) to violate 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 timeLaws. In furtherance of the foregoing, Seller shallbut subject thereto, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 ofproviso, the Business, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer Debtors shall, and shall cause its Representatives their Subsidiaries to, abide provide the Investors with access to all pertinent information, memoranda and documents reasonably requested by the terms Ad Hoc Counsel or other Representatives of the Confidentiality Agreement Ad Hoc Group with respect to (x) any investigation or other Proceeding conducted by the SEC or any other Governmental Entity or (y) or any Proceeding relating to the restatement of the Company and its Subsidiaries’ pre-petition financial statements. All requests for information and access or information provided made pursuant to this Section 6.027.7 shall be directed to an executive officer of the Company, the Company’s advisors or such person as may be designated by the Company’s executive officers. All information acquired by any Investor or its Representatives pursuant to this Section 7.7 shall be subject to any confidentiality agreement between the Company and such Investor. Notwithstanding the foregoing, the Debtors shall use reasonable best efforts to cooperate with the Ad Hoc Counsel to provide the Investors and their Representatives (including the Ad Hoc Counsel) with information subject to any common interest agreements or privilege between the Debtors and the Investors.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 The Company shall, and shall cause its Subsidiaries, on the one hand, and Parent shall, and shall cause its Subsidiaries, on the other hand, to afford to the other Party and to its respective Representatives, reasonable access, during normal business hours and subject to bona fide policies and procedures established by the other Party (including in response to COVID-19), during the Interim Period, in such manner as to not interfere with Parent’s and its Subsidiaries’ business’s or the SpinCo Business’s (as applicable) normal operations, the properties, books and records and appropriate senior-level officers and employees of Parent and its Subsidiaries or the Company and its Subsidiaries (including the SpinCo Entities) that are related to the SpinCo Business (as applicable), and shall furnish such Party and its Representatives with such accounting (including accountants’ work papers), financial and operating data and other information concerning the affairs of Parent and its Subsidiaries or the SpinCo Business or the SpinCo Entities (as applicable), in each case, as such Party and its Representatives may reasonably request for the purposes of furthering the Transactions or for purposes of preparing for the operation of Parent and the Surviving Corporation post-Closing; provided, that (x) such investigation shall only be upon reasonable notice and at the sole cost and expense of the investigating Party; and (y) nothing in this Agreement shall require any Party to permit any inspection or disclose any information to any other Party that (i) would unreasonably interfere with the conduct of such Party’s business or result in damage to property (other than immaterial damage), except with such other Party’s prior written consent (which may be withheld or denied at its sole discretion), (ii) would cause a violation of any Law, privacy policy or any confidentiality obligations and similar restrictions that may be applicable to such information, or (iii) would jeopardize the attorney-client privilege or other disclosure privilege or protection to such Party; provided, that the Party that would otherwise be required to disclose information to the other shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement, policy, Law or other restriction, including through the use of commercially reasonable efforts to obtain any required consent or waiver to the disclosure of such information from any third party and through the implementation of appropriate and mutually agreeable “clean room” or other similar procedures designed to limit any such adverse effect of sharing such information by each Party). Notwithstanding anything in this Section 7.8 to the contrary, (but without limiting the Company’s obligations under this Agreement, including Section 7.4), the Company and SpinCo shall not be required to provide access to, abide by the terms of the Confidentiality Agreement or make any disclosure with respect to, any information of or relating to the Company, any of its Affiliates or any of their respective businesses, other than information relating to the SpinCo Business, the SpinCo Entities, the SpinCo Assets or the SpinCo Liabilities. All requests for such access to any access Party shall be made to such Party or information provided pursuant to this Section 6.02its designated Representative.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 The Company shall, and shall cause each of its Representatives Subsidiaries to, abide afford the Representatives of Parent reasonable access during normal business hours to its and its Subsidiaries’ properties, books and records (including Tax records and information to the extent reasonably necessary to confirm disclosures in the Proxy Statement) and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the Company’s and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that (a) such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries, (b) the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client or any other privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (any such information, the “Restricted Information”) (provided that in such instances the Company shall inform Parent of the general nature of the access or information being withheld and, upon Parent’s request, reasonably cooperate with Parent to provide such access or information in a manner that would not result in any of the outcomes described in the foregoing clause (b)) and (c) the Company will be permitted to redact any information or documentation provided to the extent that such information or documentation includes competitively or commercially sensitive information; provided, further, that the Company may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it or who are Representatives of Parent that are permitted to have access to such information in accordance with the terms of the Confidentiality Agreement Agreement, and to the extent required by applicable Law or Contract to which the Company or its respective Subsidiaries is a party. In conducting any inspection of any properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) unreasonably interfere with respect the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Effective Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any access of the facilities or properties of the Company or any of its Subsidiaries. All information provided obtained pursuant to this Section 6.026.4 (or otherwise pursuant to this Agreement) shall continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company to permit the inspection of, or to disclose, any Acquisition Proposals (except as required by Section 6.3) or any information regarding or related to the deliberations of the Board of Directors of the Company with respect to the transactions contemplated by this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Company in connection therewith.

Access to Information. From Subject to Applicable Law, from the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII until the Effective Time, upon reasonable notice and subject to compliance with all applicable Antitrust Lawsduring normal business hours, Seller the Company shall: , and shall cause each of its Subsidiaries to, (a) afford Buyer give Parent and its Representatives reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assetsbooks, premisescontracts and records of the Company and its Subsidiaries, Books and Records, Assigned Contracts and other documents and data exclusively related to the Business; and (b) furnish Buyer to Parent and its Representatives with such financial, financial and operating data and other data and information exclusively related relating to the Business Company and its Subsidiaries and their properties and businesses as Buyer or any of Parent and its Representatives may reasonably requestrequest and (c) instruct the Representatives of the Company and its Subsidiaries to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that no investigation pursuant to this Section 7.04 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the Company and its Subsidiaries shall not be required to provide access to any information or documents which would, in the reasonable judgment of the Company (i) breach any Contract with any Person, (ii) constitute a waiver of the attorney-client privilege held by any of the Company or its Subsidiaries, (iii) violate Applicable Law or (iv) unreasonably interfere with the business and operations of the Company and its Subsidiaries (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) above, and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that any such access would not reasonably be expected to cause a breach, waiver, violation or interference). Any investigation pursuant to this Section 7.04 shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to unreasonably interfere with the conduct of the Business or any other businesses business of Sellerthe Company and its Subsidiaries. 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 Notwithstanding the foregoing, Seller shall, Parent shall not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs have access to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) personnel records of the Seller Disclosure Schedules with respect Company and its Subsidiaries relating to any matter arising individual performance or discovered after the date of this Agreement thatevaluation records, if existingmedical histories or other information, occurring or known at or prior in each case to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of extent 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 disclosure thereof give rise to any breach of any representation, warranty, covenant or agreement by Seller (or 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) would result in the disclosure violation 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, attorney work-product or other applicable privilege; or (z) contravene any Applicable 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From (a) Subject to the date hereof until terms of the Confidentiality Agreement and applicable Laws, during the period from the execution and delivery of this Agreement by the parties hereto through the earlier of the Closing or termination of and the date on which this Agreement is terminated in accordance with Article VIII VII, the Company shall permit, and subject shall cause its Subsidiaries to compliance with all applicable Antitrust Lawspermit, Seller shall: (a) afford Buyer Parent and its Representatives advisors, accountants, attorneys and authorized representatives to have reasonable access access, during normal business hours and upon reasonable notice, to and the right to inspect all of the Leased Real Propertyoffices, facilities, assets, properties, assets, premises, Books management-level employees and Records, Assigned Contracts books and other documents and data exclusively related to records of the Business; and (b) furnish Buyer Company and its Representatives with Subsidiaries, and shall furnish, or cause to be furnished, to Parent, such financial, tax and operating data and other data information with respect to such entities and information exclusively related their respective offices, facilities, assets, properties, employees, businesses and operations as Parent shall from time to the Business as Buyer or any of its Representatives may time reasonably request; provided provided, that nothing herein shall obligate the Company to produce any such information outside of the ordinary course of business. All access and investigation pursuant to this Section 5.06 shall be limited to normal business hours upon reasonable advance notice to Sellercoordinated through the Company’s (i) Chief Executive Officer, under the supervision (ii) Chief Financial Officer, (iii) Executive Vice President of SellerFinance, (iv) Executive Vice President, President, Global Pharmaceuticals, (v) General Counsel or (vi) any designee thereof and shall be conducted at Parent’s personnel expense and in such a manner as not to unreasonably interfere with the conduct normal operations of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; Company and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)its Subsidiaries. Notwithstanding anything to the contrary in this Agreementcontained herein or otherwise, Seller neither the Company nor any of its Subsidiaries shall not be required to disclose any information or afford provide access to Buyer if or to disclose information where such access or disclosure would reasonably be expected to (i) jeopardize the attorney-client privilege or access wouldother immunity or protection from disclosure of the Company or its Subsidiaries, in Seller’s sole discretion be reasonably likely: (xii) contravene any Law, any Contract entered into prior to the date hereof or any other obligation of confidentiality, or (iii) result in the disclosure of information that is competitively sensitive information, provided that the Company or its Subsidiaries, as applicable, will attempt in relation togood faith to make such alternative arrangements as may be reasonably necessary to provide the relevant information in a way that would not risk waiver of such privilege, immunity or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product protection or other applicable privilege; or (z) contravene any Law, fiduciary duty such Law or Contract or result in such disclosure. Notwithstanding anything to which Seller the contrary contained herein or its Affiliates is a party. Prior otherwise, 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 Parent 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 terms properties or facilities of the Confidentiality Agreement with respect Company or any of its Subsidiaries without the prior written consent of the Company (which consent shall not be unreasonably withheld). The Company shall have the right to have one or more of its representatives present at all times during any access visits, examinations, discussions or information provided pursuant to contacts contemplated by this Section 6.025.06.

Access to Information. (a) From the date hereof until the earlier of Closing or Date or, if earlier, termination of this Agreement in accordance with Article VIII Agreement, Sellers will (i) give, and subject will cause the Company and each of its Subsidiaries to compliance with all applicable Antitrust Lawsgive, Seller shall: (a) afford Buyer and its Representatives such reasonable access access, at reasonable times and during normal business hours, to and the right to inspect all of the Leased Real Propertysenior management, offices, properties, assetsbooks and records of the Company and its Subsidiaries, premises, Books and Records, Assigned Contracts and other documents and data exclusively related as Buyer may reasonably request from time to the Businesstime; and (bi) furnish furnish, and cause the Company and each of its Subsidiaries to furnish, to Buyer and its Representatives with such financial, financial and operating data and other data and information exclusively related relating to the Business Company and its Subsidiaries, as Buyer may reasonably request from time to time; provided that (A) any actions to be performed by Sellers, the Company or any of its Representatives may reasonably request; provided that any such access Subsidiaries at the request of Buyer pursuant to this Section 5.03(a) shall be limited performed only following reasonable prior written notice from Buyer to normal business hours upon reasonable advance notice to SellerSellers, under the supervision of Seller’s personnel and in such a manner as not to interfere unreasonably with the conduct of the Business business and operations of the Company and its Subsidiaries, and so as not to unduly burden the management team or resources of the Company and its Subsidiaries (it being agreed that the terms of such access shall be based on reasonable access procedures specified by Sellers or, as applicable, customers or suppliers (after taking into account any other businesses of Seller. All requests proposals made by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to in such individual as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyerregard)); and (iiB) supplement or amend (all out-of-pocket costs incurred by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller Company and its businesses (including Subsidiaries in connection with such actions shall be at the Business)expense of Buyer; (y) jeopardize any attorney-clientprovided, attorney work-product or other applicable privilege; or (z) contravene any Lawfurther, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the Closingthat, without the prior written consent of Seller (which may granted Seller’s sole discretion)Sellers, Buyer and its Representatives shall not be entitled to any such access, information or documents the disclosure of which is restricted by any Law or Order applicable to any Seller, the Company or any of its Subsidiaries. Notwithstanding anything to the contrary set forth herein, Buyer is not authorized to and shall not (and shall cause its Affiliates and its and their respective Representatives not to) (s) contact any suppliers tocustomer, supplier, or customers of, other material business relation of the Business, Company or any of its Subsidiaries in connection with the Contemplated Transactions; and Buyer shall have no right to (y) perform invasive or subsurface investigations of the Leased Real PropertyPremises, in each case, prior to the Closing without the prior written consent of Sellers, which may be withheld for any reason or no reason. Buyer shall, and shall cause its Affiliates and its and their respective Representatives to, abide by the terms of the Confidentiality Agreement with respect to such access and any access information furnished to it, its Affiliates or information provided its or any of their respective Representatives pursuant to this Section 6.025.03(a). In connection with the access rights granted by this Section 5.03(a), Buyer covenants and agrees, for itself and on behalf of its Affiliates, that, prior to Closing, it and they will not enter into any agreements with any officers, directors or employees of the Company or any of its Subsidiaries without Sellers’ prior written consent.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII Closing, upon reasonable notice, Sellers shall and subject shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to compliance with all applicable Antitrust Laws, Seller shall: (ai) afford Buyer and its Representatives authorized representatives reasonable access to the offices, properties and the right to inspect all books and records of the Leased Real PropertyBusiness, propertiesand (ii) furnish to the officers, assetsemployees, premises, Books and Records, Assigned Contracts authorized agents and representatives of Buyer such additional financial and operating data 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 regarding the Business (or copies thereof) as Buyer or any of its Representatives may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided provided, however, that any such access or furnishing of information shall be limited to conducted at Buyer’s expense, during normal business hours upon reasonable advance notice to Sellerhours, under the supervision of Seller’s personnel and Sellers’ personnel, in such a manner as not to interfere with the conduct normal operations of the Business and may be limited to the extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other businesses of SellerRepresentatives. All requests No investigation by Buyer for access pursuant to this Section 6.02 or other information received by Buyer shall be submitted operate as a waiver or directed exclusively to such individual as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 otherwise affect any representation, warranty, covenant warranty or agreement given or made by Seller (or any related claim for indemnification)Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller Sellers shall not be required to disclose any information or afford access to Buyer if such disclosure or access would, in Seller’s Sellers’ sole discretion be reasonably likely: discretion, (xi) result in cause significant competitive harm to the disclosure of information that is competitively sensitive in relation toBusiness if the transactions contemplated hereby are not consummated, or constitutes trade secrets of, Seller and its businesses (including the Business); (yii) jeopardize any attorney-client, attorney work-product client or other legal privilege or (iii) contravene any applicable privilege; Laws, fiduciary duty or binding agreement entered into prior to the date hereof. Notwithstanding the foregoing, (A) Buyer shall not have access to (x) personnel records of the Transferred Employees relating to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers to risk of liability, (y) any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) contravene any Lawinformation to the extent relating to any Excluded Asset, fiduciary duty Excluded Liability or Contract any Tax Return of Sellers or their Affiliates that do not relate to which Seller or the Business and (B) Sellers shall have the right to withhold any information relating to the sale process of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates is a party. Prior to and their respective Representatives carrying out the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion)activities contemplated under this Section 6.04, 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 shallexercise reasonable care, and shall cause its Affiliates and their respective Representatives toto use reasonable care, abide by and to not cause any damage to the terms properties, assets or offices of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Sellers.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after From the date of this Agreement thatuntil the Closing Date, if existingupon reasonable prior written notice, occurring or known at or prior to the date of this Agreement, should have been set forth or described and except as determined 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 good faith to be a condition appropriate to Closing, nor ensure compliance with any failure thereof give rise applicable Laws and subject to any breach of any representation, warranty, covenant or agreement by Seller (or 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) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses applicable privileges (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable client privilege; or (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 tocontractual confidentiality obligations and privacy rights of residents, or customers of, the Business, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer Seller shall, and shall cause its the Company and each of the Company Subsidiaries and each such Person's respective Representatives to: (i) afford the Representatives of Acquiror reasonable access to the offices, abide properties, books and records of the Company and the Company Subsidiaries; (ii) furnish to the Representatives of Acquiror such additional financial and operating data and other information regarding the Company's and the Company Subsidiaries' businesses conducted by them as Acquiror may from time to time reasonably request; and (iii) afford the Representatives of Acquiror and its Affiliates reasonable access to the employees of Seller and their Affiliates in respect of the Company and the Company Subsidiaries (and the businesses conducted by the terms Company and the Company Subsidiaries) and use their reasonable commercial efforts (without any requirement of Seller, the Company and the Company Subsidiaries or any of their respective Representatives to incur any expense to a third party) to make available to the Representatives of Acquiror and its Affiliates the employees of third party outsourcing companies who provide services to, and are located on the premises of, the Company and the Company Subsidiaries, in each case, whose assistance and expertise is necessary to assist Acquiror in connection with Acquiror's preparation to integrate the Company and the Company Subsidiaries and their businesses and personnel into Acquiror's organization following the Closing; provided, however, that such investigation shall be on a basis and follow procedures that the parties shall mutually agree, and shall not unreasonably interfere with any of the Confidentiality Agreement businesses or operations of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates; and provided, further, that the auditors and accountants of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by Seller, Indemnitor, the Company or any of the Company Subsidiaries, Acquiror shall enter into a customary joint defense agreement with any one or more of Seller, the Company and the Company Subsidiaries with respect to any access or information to be provided to Acquiror pursuant to this Section 6.025.02(a).

Access to Information. (a) From the date hereof until the earlier Closing Date, upon reasonable prior notice, the Parent shall, and shall cause each of Closing or termination of this Agreement in accordance with Article VIII the Company and subject the Transferred Subsidiaries and use commercially reasonable efforts to compliance with all applicable Antitrust Lawscause each such Person’s respective Representatives to, Seller shall: (ax) afford Buyer and its Representatives reasonable access to the Acquiror and the right to inspect all Representatives of the Leased Real PropertyAcquiror reasonable access, during normal business hours, to the offices, properties, assetsbooks, premisesdata, Books files, information and Recordsrecords of the Company and the Transferred Subsidiaries and the Business, Assigned Contracts (y) furnish to the Representatives of the Acquiror such additional financial data and other documents information regarding the Company and data exclusively related to the Business; Transferred Subsidiaries and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to the Business as Buyer the Acquiror may from time to time reasonably request in connection with the consummation of the transactions contemplated hereby and (z) make reasonably available to the Representatives of the Acquiror the employees of the Parent and its Affiliates in respect of the Company and the Transferred Subsidiaries, the Business and the businesses conducted by them whose assistance and expertise is necessary to assist the Acquiror in connection with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries and their businesses and personnel into the Acquiror’s organization following the Closing; provided, however, that the reasonableness of such access and requests shall be determined by taking into account, among other considerations, the competitive positions of the parties and the sensitive nature of the transactions contemplated by this Agreement; provided, further, that nothing herein shall require either the Parent, the Company or any of its Representatives may reasonably request; provided that the Transferred Subsidiaries, or any such access shall be limited to normal business hours upon reasonable advance notice to SellerPerson’s respective Representatives, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to the Acquiror or afford access to Buyer if such disclosure the Representatives of the Acquiror or access would, in Seller’s sole discretion be reasonably likely: take any action that would (x1) result in the disclosure cause a violation 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller the disclosing party or any of its Affiliates is a party. Prior , would cause a risk of loss of legal privilege to the Closingparty disclosing such data or information or any of its Affiliates, would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without the prior written consent violation of Seller applicable Law or (which may granted Seller’s sole discretion)2) would involve any environmental sampling or invasive testing; provided, Buyer further, that such investigation shall not contact unreasonably interfere with any suppliers to, of the businesses or customers ofoperations of the Parent, the BusinessCompany, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and Buyer shall have no right to perform invasive or subsurface investigations independent accountants of the Leased Real PropertyParent, the Company, the Transferred Subsidiaries or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants; and provided, further, that notwithstanding anything to the contrary contained herein, neither the Parent nor any of its Affiliates shall be required to disclose to the Acquiror or any Representative of the Acquiror any consolidated, combined, affiliated or unitary Tax Return which includes the Parent or any of its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company or any of the Transferred Subsidiaries. Buyer If so reasonably requested by the Acquiror or the Parent, the Acquiror and the Parent shall, and shall cause its Representatives their respective Affiliates (as applicable) to, abide by the terms enter into a customary joint defense agreement with any one or more of the Confidentiality Agreement Acquiror, the Parent, the Company and the Transferred Subsidiaries, as applicable, with respect to any access or information to be provided to the Acquiror pursuant to this Section 6.025.03(a). The Acquiror shall reimburse the Parent promptly for any reasonable third party out-of-pocket expenses incurred by the Parent and its Affiliates in complying with any request by or on behalf of the Acquiror or any of its Affiliates in connection with this Section 5.03(a). The Acquiror shall indemnify and hold harmless the Parent and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s or its Representatives’ use, storage or handling of (A) any personally identifiable information relating to employees, Producers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer Until the Closing Time, subject to any Applicable Law, applicable privileges and its Representatives contractual confidentiality obligations, (i) the Sellers shall allow and shall cause the QNX Entities to allow the Buyers and their representatives, accountants, legal counsel and advisors reasonable access 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 during normal business hours upon reasonable advance prior notice to Sellerthe properties, under files, books, records, and offices of the supervision QNX Entities (and books and records of Seller’s personnel the Sellers to the extent related to the QNX Entities) for transition planning purposes, including any and in all information relating to taxes, legal advice, commitments, contracts, leases, licenses, personnel, environmental, health and safety, personal property and financial condition and such a manner other information and data as not to interfere reasonably requested by the Buyers and (ii) the Sellers shall provide reasonable cooperation with the conduct Buyers to arrange meetings during normal business hours between representatives of Buyers and personnel of the Business QNX Entities for transition planning purposes. Until the Closing Time, subject to the Applicable Law, the Sellers shall cause the QNX Entities’ accountants to cooperate with the Buyers and their representatives in making available all financial information reasonably requested; provided, however that the accountants of the Sellers or any other businesses of Sellertheir Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. All requests If so requested by Buyer for access the Sellers, the Buyers and the Guarantor shall enter into a customary joint defense agreement with the Sellers and the QNX Entities with respect to any information to be provided to the Buyers pursuant to this Section 6.02 shall be submitted 5.6(a). No information or directed exclusively knowledge obtained in any investigation pursuant to such individual as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (ithis Section 5.6(a) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date execution of this Agreement, should have been set forth Agreement shall affect 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 modify any failure thereof give rise to any breach of any representation, warranty, covenant representation or agreement by Seller (warranty contained in this Agreement or any related claim for indemnification). Notwithstanding anything to of the contrary Transaction Documents or in any document contemplated in this Agreement, Seller Agreement or any of the Transaction Documents and no investigation made by the Buyers or their representatives 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) result in affect 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, attorney work-product or other applicable privilege; or (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 Buyers’ right to perform invasive rely on any representation or subsurface investigations warranty in this Agreement or any of the Leased Real PropertyTransaction Documents or in any document contemplated in this Agreement or any of the Transaction Documents. Buyer shall, and All such access shall cause its Representatives to, abide by be subject to the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Agreement.

Access to Information. (a) From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII Closing, upon reasonable notice and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 laws relating to the Business; exchange of information, BCBSKS shall, 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 shall cause each of its Representatives may reasonably request; provided that any such access shall be limited to normal business hours upon reasonable advance notice to Sellerofficers, under the supervision of Seller’s personnel directors, employees, agents, accountants and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closingcounsel to: (i) deliver a list afford the officers, employees and authorized agents, accountants, counsel, financing sources and other representatives of all current Trade Programs Purchaser reasonable access, during normal business hours during the period prior to Buyerthe Closing Date, to the offices, properties, plants, other facilities, books and records of BCBS, and to those officers, directors, employees, agents, accountants and counsel of BCBS who have any knowledge relevant to BCBS or the Business, (ii) furnish to the officers, employees and authorized agents, accountants, counsel, financing sources and representatives of Purchaser such additional financial and operating data and other information regarding the Business, assets, properties, personnel and goodwill of BCBS as Purchaser may from time to time reasonably request; and (iiiii) supplement cooperate with and assist Purchaser in planning and preparing for post-Closing operations, including without limitation matters relating to customer and employee retention. From the date hereof until the Closing, each party shall make available to the other party a copy of each report, schedule, registration statement, and other document files or amend received by it during such period pursuant to the requirements of federal or state law (by written notice other than those reports or documents which Purchaser or BCBSKS, as the case may be, is not permitted to Buyer) Section 2.01(a) disclose under applicable Law). Notwithstanding anything contained in this Agreement to the contrary, neither Purchaser nor BCBSKS nor any of their respective Affiliates, shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Purchaser's or BCBSKS's customers, jeopardize the attorney-client or accountant-client privilege of the Seller Disclosure Schedules with respect to institution in possession or control of such information or contravene any matter arising Law, fiduciary duty or discovered after the date of this Agreement that, if existing, occurring or known at or binding agreement entered into prior to the date of this Agreement, should have been set forth or described . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in such Section 2.01(a) which the restrictions 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02preceding sentence apply.

Access to Information. From the date hereof until the earlier of Closing Effective Time (or termination of this Agreement in accordance with Article VIII Agreement), the Company shall give Parent, its counsel, financial advisors, auditors and subject other authorized Representatives full access at reasonable times to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assetspermits, premisesfiles, Books books and Recordsrecords of the Company and its Subsidiaries, Assigned Contracts will furnish to Parent, its counsel, financial advisors, auditors and other documents authorized Representatives such financial and operating data exclusively related and other information as such Persons may reasonably request and will instruct the Company's employees, counsel and financial advisors to cooperate with Parent in its investigation of the Business; and (b) furnish Buyer operations, business and/or properties of the Company and its Representatives Subsidiaries, including in connection with such financial, operating any environmental assessment or assessments (which may include visual and other data physical inspections and information exclusively related testing); provided that no investigation pursuant to this Section shall affect any representation or warranty given by the Business as Buyer Company to Parent hereunder and nothing herein shall require the Company or any of its Representatives may reasonably request; provided Subsidiaries to disclose any information that any such access shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision would cause a violation of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business law or any other businesses confidentiality agreement in effect as 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement. All nonpublic information provided to, should have been set forth or described obtained by, Parent in such Section 2.01(a) connection with the transactions contemplated hereby shall be "Evaluation Material" for purposes of the Seller Disclosure SchedulesConfidentiality Agreement previously executed by or on behalf of Parent and the Company (the "Confidentiality Agreement"); provided provided, however, 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 (or any related claim for indemnification). Notwithstanding notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, Seller nothing shall not be required to disclose any information prohibit Parent or afford access to Buyer if such disclosure Merger Subsidiary from including, after prior consultation with the Company or access wouldits Representatives, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of Schedule TO, the Offer to Purchase, the other Tender Offer Documents or the Proxy Statement, any information that is competitively sensitive required by law to be disclosed therein in relation toconnection with the purchase of Shares or the solicitation of proxies in connection with the Offer and the Merger, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02respectively.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII Effective Time, and subject to compliance with all applicable Antitrust LawsApplicable Law, Seller shall: upon reasonable notice during normal business hours, the Company shall (aand shall cause its Subsidiaries to) afford Buyer and use commercially reasonable efforts to (i) subject to reasonable logistical restrictions as a result of COVID-19 or any COVID-19 Measures, give Parent, its Representatives officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, advisors or other representatives (“Representatives”) reasonable access to the Company’s Representatives and the right to inspect all of the Leased Real Propertyits offices, properties, assets, premisesbooks, Books and Recordsrecords, Assigned Contracts work papers and other documents (including existing financial and data exclusively operating data) related to the Business; Company and its Subsidiaries and (bii) furnish Buyer to Parent and its Representatives with such financialexisting information as such Persons may reasonably request within a reasonable time of such request, operating and other data and including, at Parent’s expense, copies of such existing information; provided, that neither the Company nor any of its Subsidiaries shall be required to provide access or disclose information exclusively related to where such access or disclosure (x) would, in each case, upon the Business as Buyer advice of legal counsel, jeopardize the attorney-client privilege of the Company or any of its Representatives may reasonably request; provided that Subsidiaries or violate any Applicable Law or Contract, or (y) relates to any Acquisition Proposal (unless such information is required to be disclosed in accordance with Section 6.03). Notwithstanding the foregoing, Parent shall not (A) have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information which is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability, or (B) conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any real property or facility owned, leased or operated by the Company or any of its Subsidiaries. Any investigation pursuant to this Section shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere unreasonably with the conduct of the Business business of the Company and its Subsidiaries. No information or knowledge obtained in any other businesses investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, in the case of Sellerany information that in the reasonable, good faith judgement of the Company is competitively sensitive, such information shall be provided to Parent pursuant to a “clean room” arrangement agreed between the parties that is intended to permit the sharing of such information in compliance with Applicable Laws. All requests by Buyer for access The information provided pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual kept confidential by the recipient thereof in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall terminate as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Effective Time.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to After 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 Affiliates to, abide preserve, in accordance with Buyer’s, or its applicable Affiliates’, standard document retention policies and until such date as may be required by Buyer’s or its applicable Affiliates’ standard document retention policies (but for not less than six (6) years from the terms Closing Date or such later date as may be required by applicable Law) (the “Retention Period”), all pre-Closing Date books and records of the Confidentiality Agreement Acquired Companies and the Business possessed or controlled by such Person. During such period, upon any reasonable request from Parent, Seller or any of their Representatives, Buyer or any of its Affiliates holding such books and records shall (i) provide to Parent, Seller or any of their Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Buyer or any of its Affiliates holding such books and records and (ii) permit Parent, Seller or any of their authorized Representatives to make copies of such books and records, in each case, at no cost to Seller or its applicable Representatives (provided that Seller will reimburse Buyer for reasonable out-of-pocket costs or expenses incurred by Xxxxx). Nothing herein shall require Buyer or any of its Affiliates to disclose any information to Parent or Seller if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Buyer or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Buyer or any of its Subsidiaries (it being understood that Buyer shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Parent, Seller or their Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation, or jeopardizing health and safety or resulting in competitive harm) or (E) (except as provided in Section 9.6(b)) require Buyer or any of its Affiliates to disclose its Tax records (except for Tax records of, or with respect to any access or information provided pursuant to to, the Business Subsidiaries). Such books and records may be requested under this Section 6.029.4 for any reasonable business purposes, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Parent, Seller or any of their Affiliates or performance of the Excluded Liabilities.

Access to Information. (a) From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII Date, upon reasonable notice, Parent, Seller, NMT-US and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all each 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 Acquired Companies shall, and shall cause its Representatives each of their respective officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford the officers, abide by the terms employees and authorized agents, accountants, counsel and representatives of the Confidentiality Agreement Buyer reasonable access, during normal business hours and without unreasonable interference with business operations, to the offices, properties, plants, other facilities, books and records of the Acquired Companies or NMT-US (with respect to the US-Based Assets), or otherwise related to the Business, and to those officers, directors, employees, agents, accountants, counsel, customers and suppliers of the Acquired Companies who have any access knowledge relating to the Assets or the Business, (ii) furnish to the officers, employees and authorized agents, accountants, counsel and representatives of the Buyer such additional financial and operating data and other information provided regarding the Assets, properties and goodwill of the Acquired Companies, NMT-US and the Business (or legible copies thereof) as the Buyer may from time to time reasonably request, and (iii) provide Buyer with (A) all forms, certificates and/or other instruments required to pay the transfer and recording Taxes and charges arising from the transactions contemplated by this Agreement and any Related Agreement, together with evidence satisfactory to Buyer that such transfer Taxes and charges have been paid by the Parent and/or Seller, (B) a clearance certificate or similar document(s) which may be required by any Taxing authority to relieve Buyer of any obligation to withhold any portion of the payments to Parent and/or Seller pursuant to this Section 6.02Agreement or any Related Agreement and (C) all filings, rulings, clearances, interest clearance requests, Group Relief requests, communications with Inland Revenue and other such documentation that affects the Tax or financial position of the Acquired Companies.

Access to Information. From (a) Subject to the provisions of Section 3.4, from the date hereof until to the earlier Effective Time, each of Closing or termination Marshalltown and the Marshalltown Subsidiaries will, and their respective directors, officers, employees, agents and representatives will, afford the officers, employees, agents and representatives of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives HMN reasonable access at all reasonable times to and the right to inspect all of the Leased Real Propertyofficers, employees, representatives, properties, assetsbooks and records of Marshalltown and the Marshalltown Subsidiaries, premises, Books and Records, Assigned Contracts and other documents and data exclusively related to the Business; books and (b) records of any predecessors thereof in the possession of Marshalltown or the Marshalltown Subsidiaries, and will furnish Buyer and its Representatives with such to HMN all financial, operating and other data and information exclusively related to as HMN and the Business as Buyer HMN Subsidiaries, through its officers, employees or any of its Representatives representatives, may reasonably request; provided . From the date hereof to the Effective Time, Marshalltown and the Bank shall promptly furnish HMN with copies of all monthly and other interim financial statements and other information, including information disseminated to the Marshalltown Board, as the same become available. Marshalltown shall promptly notify HMN of any material change in the business or operations of Marshalltown or the Bank and of any governmental complaints, investigations or hearings (or communications indicating that any such access the same may be contemplated), or the institution or the threat of material litigation involving Marshalltown or the Bank. Two representatives of HMN shall be limited attend all meetings of the Marshalltown Board and committees thereof (except meetings of the Marshalltown Board relating to normal business hours upon the Merger and the transactions contemplated hereby) and of each of its subsidiaries conducted prior to the Effective Time, and give HMN reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or date, time and place of 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 regularly scheduled meetings and special meetings of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list entire Board of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 Directors of any representation, warranty, covenant or agreement by Seller (or any related claim for indemnification)such entity. Notwithstanding anything to the contrary in this AgreementSection 3.5(a), Seller nothing in this Section 3.5(a) shall not be required require Marshalltown to disclose provide access to or copies of any information or afford access to Buyer if such disclosure or access wouldHMN, in Seller’s sole discretion be reasonably likely: (x) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.023.5(a), if such access would result in the violation of the attorney-client privilege afforded such information.

Access to Information. From the date hereof of the Original Agreement until the earlier of Closing or termination of this Agreement in accordance with Article VIII Closing, upon reasonable notice, Sellers shall and subject shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to compliance with all applicable Antitrust Laws, Seller shall: (ai) afford Buyer and its Representatives authorized representatives reasonable access to the offices, properties and the right to inspect all books and records of the Leased Real PropertyBusiness, propertiesand (ii) furnish to the officers, assetsemployees, premises, Books and Records, Assigned Contracts authorized agents and representatives of Buyer such additional financial and operating data 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 regarding the Business (or copies thereof) as Buyer or any of its Representatives may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided provided, however, that any such access or furnishing of information shall be limited to conducted at Buyer’s expense, during normal business hours upon reasonable advance notice to Sellerhours, under the supervision of Seller’s personnel and Sellers’ personnel, in such a manner as not to interfere with the conduct normal operations of the Business and may be limited to the extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other businesses of SellerRepresentatives. All requests No investigation by Buyer for access pursuant to this Section 6.02 or other information received by Buyer shall be submitted operate as a waiver or directed exclusively to such individual as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 otherwise affect any representation, warranty, covenant warranty or agreement given or made by Seller (or any related claim for indemnification)Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller Sellers shall not be required to disclose any information or afford access to Buyer if such disclosure or access would, in Seller’s Sellers’ sole discretion be reasonably likely: discretion, (xi) result in cause significant competitive harm to the disclosure of information that is competitively sensitive in relation toBusiness if the transactions contemplated hereby are not consummated, or constitutes trade secrets of, Seller and its businesses (including the Business); (yii) jeopardize any attorney-client, attorney work-product client or other legal privilege or (iii) contravene any applicable privilege; Laws, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have access to (x) personnel records of the Transferred Employees relating to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers to risk of liability, (y) any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) contravene any Lawinformation to the extent relating to any Excluded Asset, fiduciary duty Excluded Liability or Contract any Tax Return of Sellers or their Affiliates that do not relate to which Seller or the Business and (B) Sellers shall have the right to withhold any information relating to the sale process of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates is a party. Prior to and their respective Representatives carrying out the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion)activities contemplated under this Section 6.04, 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 shallexercise reasonable care, and shall cause its Affiliates and their respective Representatives toto use reasonable care, abide by and to not cause any damage to the terms properties, assets or offices of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Sellers.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after From the date of this Agreement that, if existing, occurring or known at or 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 (or 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: until (x) result with respect to the Companies other than ALS Financing, the First Closing Date and (y) with respect to ALS Financing, the Second Closing Date, upon reasonable prior written notice, and except as determined in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller good faith to be appropriate to ensure compliance with any applicable Laws and its businesses subject to any applicable privileges (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable client privilege; or (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 tocontractual confidentiality obligations and privacy rights of residents, or customers of, the Business, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer Seller shall, and shall cause its each of the Companies and each such Person's respective Representatives to: (i) afford the Representatives of Acquiror reasonable access to the offices, abide properties, books and records of the Companies; (ii) furnish to the Representatives of Acquiror such additional financial and operating data and other information regarding the Companies' businesses conducted by them as Acquiror may from time to time reasonably request; and (iii) afford the Representatives of Acquiror and its Affiliates reasonable access to the employees of Seller and their Affiliates in respect of the Companies (and the businesses conducted by the terms Companies) and use their reasonable commercial efforts (without any requirement of Seller and the Companies or any of their respective Representatives to incur any expense to a third party) to make available to the Representatives of Acquiror and its Affiliates the employees of third party outsourcing companies who provide services to, and are located on the premises of, the Companies, in each case, whose assistance and expertise is necessary to assist Acquiror in connection with Acquiror's preparation to integrate the Companies and their businesses and personnel into Acquiror's organization following the applicable Closing; provided, however, that such investigation shall be on a basis and follow procedures that the parties shall mutually agree, and shall not unreasonably interfere with any of the Confidentiality Agreement businesses or operations of Seller, the Companies or any of their respective Affiliates; and provided, further, that the auditors and accountants of Seller, the Companies or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by Seller or any of the Companies, Acquiror shall enter into a customary joint defense agreement with any one or more of Seller and the Companies with respect to any access or information to be provided to Acquiror pursuant to this Section 6.025.02(a).

Access to Information. (a) From the date hereof until the earlier Closing Date, upon 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 Closing or termination of this Agreement in accordance with Article VIII their respective officers, directors, employees, agents, representatives, accountants and subject counsel, to compliance with all applicable Antitrust Laws, Seller shall: (ai) afford Buyer the Purchaser and its Representatives authorized representatives reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assetsbooks and records and key employees of the Company, premiseseach Subsidiary and any Joint Venture and (ii) furnish to those officers, Books employees, and Records, Assigned Contracts authorized agents and representatives of the Purchaser who reasonably have a need to know such additional financial and operating data 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 regarding the Business (or copies thereof) as Buyer or any of its Representatives the Purchaser may from time to time reasonably request; provided provided, however, that any such access or furnishing of information shall be limited to conducted at the Purchaser’s expense, during normal business hours upon reasonable advance notice to Sellerhours, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere with the conduct normal operations of the Business or any other businesses Business. The Purchaser acknowledges and agrees that all notices of Seller. All requests by Buyer the Purchaser or its authorized representatives 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list access to offices, properties or books or records of all current Trade Programs to Buyer; and the Company, any Subsidiary or any Joint Venture or (ii) supplement additional financial and operating data or amend (by written other information regarding the Business shall be directed solely to the Chief Financial Officer of the Company, and the Purchaser shall not direct any such notice to Buyer) Section 2.01(a) any other officer, director, employee, agent, representative, accountant or counsel of the Seller Disclosure Schedules with respect to Company, any matter arising Subsidiary or discovered after any Joint Venture without the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) written consent 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) Chief Financial Officer 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 (or any related claim for indemnification)Company. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information or afford access to Buyer the Purchaser if such disclosure or access would, in the Seller’s sole discretion be reasonably likely: discretion, (xi) result in cause significant competitive harm to the disclosure of information that is competitively sensitive in relation toBusiness if the transactions contemplated hereby are not consummated, or constitutes trade secrets of, Seller and its businesses (including the Business); (yii) jeopardize any attorney-client, attorney work-product client or other applicable privilege; legal privilege or (ziii) contravene any Lawapplicable Laws, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior binding agreement entered into 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02date hereof.

Access to Information. From The parties acknowledge that Buyer and the date hereof until Company have previously executed a confidentiality agreement, dated as of September 7, 2006 (the earlier of Closing or termination of this “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in accordance with Article VIII its terms, except as expressly waived or modified as provided herein or therein. During the Pre-Closing Period, the Company shall, and subject shall cause each of its Subsidiaries to, afford to compliance Buyer’s officers, employees, accountants, counsel, and other Representatives, reasonable access, upon reasonable notice, during normal business hours and in a manner that does not unreasonably disrupt or interfere with all applicable Antitrust Lawsbusiness operations, Seller shall: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of its properties, books, contracts, commitments, management personnel and records as Buyer shall reasonably request, and, during such period, the Leased Real PropertyCompany shall (and shall cause each of its Subsidiaries to) furnish promptly to Buyer (x) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (y) all other information concerning its business, finances, operations, properties, assets, premises, Books assets 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 personnel 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoingeach case, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect subject to any matter arising or discovered after restrictions contained in the date of this Agreement that, if existing, occurring or known at or prior to the date of this Confidentiality 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 foregoing shall not be deemed require the Company to be a condition to Closing, nor permit any failure thereof give rise to any breach of any representation, warranty, covenant inspection or agreement by Seller (or 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 wouldthat, in Seller’s sole discretion be reasonably likely: (x) the reasonable judgment of the Company, would result in the disclosure of any trade secrets of third parties or otherwise privileged information so long as the existence of such trade secrets of third parties or privileged information and the lack of disclosure thereof is identified to Buyer. Without limiting the generality of any of the foregoing, the Company shall promptly provide Buyer with copies of: (i) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any notice, document or other communication relating to the Merger sent by or on behalf of any of the Company or any of its subsidiaries to any customer, supplier, employee, or other party with whom the Company or any of its subsidiaries has a contractual relationship; provided that a form of such notice, document or other communication shall suffice where such notice, document or other communication is substantially identical but for the addressee; (iv) any notice, report or other document filed with or sent to any Governmental Entity on behalf of the Company or any of its subsidiaries in connection with the Merger; and (v) any material notice, report or other document received by the Company or any of its subsidiaries from any Governmental Entity. Buyer will hold, and instruct all such officers, employees, accountants, counsel, and other Representatives to hold, any such information that is competitively sensitive nonpublic in relation to, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (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 terms of confidence in accordance with the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Agreement.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust LawsClosing, Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Leased Real Property, properties, assets, premises, Books books and Recordsrecords, Assigned Contracts contracts, agreements and other documents and data exclusively related to the BusinessCompany; and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to the Business Company as Buyer or any of its Representatives may reasonably request; provided and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such access investigation shall be limited to 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 with the conduct normal operations of the Business or any other businesses of SellerCompany. All requests by Buyer for access pursuant to this Section 6.02 5.02 shall be submitted or directed exclusively to such individual individuals as Seller shall may designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company 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 likelydiscretion: (xw) result in cause significant competitive harm to Seller, the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller Company and its their respective businesses (including if the Business)transactions contemplated by this Agreement are not consummated; (yx) jeopardize any attorney-client, attorney work-product client or other privilege; (y) contravene any applicable privilegeLaw, fiduciary duty or binding agreement entered into prior to the date of this Agreement; or (z) contravene reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any Law, fiduciary duty or Contract information and analysis (including financial analysis) relating to which Seller or its Affiliates is a partysuch bids. Prior to the Closing, without the prior written consent of Seller (Seller, which may granted Seller’s sole discretion)be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Business, Company and Buyer shall have no right to perform invasive invasive, destructive or subsurface investigations of the Leased Real PropertyCompany’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.025.02.

Access to Information. From (i) Prior to the Closing, subject to the restrictions set forth in the Confidentiality Agreement, and to the extent permitted by applicable Law, the Company shall permit Buyer and its representatives after the date hereof until the earlier of Closing or termination execution of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Lawshave reasonable access, Seller shall: (a) afford Buyer and its Representatives reasonable access during regular business hours, to and the right to inspect all of the Leased Real Property, properties, assets, premises, Books books and Records, Assigned Contracts and other documents and data exclusively related records in its possession or control relating to the Business; and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to the Business Company as Buyer or any of its Representatives may reasonably request; provided provided, that Buyer shall not be entitled to any such access to any Owned Real Property for the purposes of conducting any environmental audit or assessment without the prior written consent of the Company and Sellers and in no event shall Buyer be allowed to conduct any intrusive soil or groundwater sampling or investigation. All information provided or obtained pursuant to the foregoing shall be limited held by Buyer in accordance with and subject to 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 with the conduct terms of the Business Confidentiality Agreement. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Company and Sellers provided to Buyer or its Affiliates or any other businesses of Seller. All requests by Buyer for access their respective advisers or employees 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller neither Sellers nor the Company shall not be required to disclose any information or afford access to Buyer if such disclosure or access would, in Seller’s Sellers’ sole discretion be reasonably likely: (xA) result in cause significant competitive harm to Sellers, the disclosure of information that is competitively sensitive in relation toCompany and their respective businesses if the transactions contemplated by this Agreement are not consummated, or constitutes trade secrets of, Seller and its businesses (including the Business); (yB) jeopardize any attorney-client, attorney work-product client or other applicable privilege; privilege or (zC) contravene any applicable Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior binding agreement entered into prior to the Closing, without the prior written consent date 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Agreement.

Access to Information. From the date hereof until the earlier First Closing, in the case of Closing or termination Smooth Bourbon, and the Second Closing, in the case of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust LawsNugget Sparks, Seller shall: , and shall cause each Company, as applicable, to, (a) afford Buyer and its Representatives Representatives, upon reasonable advance notice, reasonable access to and the right to inspect all of the Leased Real Property, properties, assets, premises, Books books and Recordsrecords, Assigned Contracts and other documents and data exclusively related to the Businesssuch Company; and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to such Company as Buyer and its Representatives may reasonably request; and (c) instruct the Business Representatives of Seller and each such Company to reasonably cooperate with Buyer in its investigation of the Company Entities; provided, however, that nothing in this Agreement shall require Seller or any Company Entity to, and neither Seller nor any Company Entity shall have any obligation to (until the Second Closing), provide Buyer with any information (A) in the Players Club database of either Company Entity, other than mutually agreed upon aggregated and de-identified information, or (B) guest party information relating to group room reservations or similar booking arrangements or commitments. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or either Company, and all requests by Buyer and its Representatives for information and access hereunder will be coordinated through Seller or Seller’s designee. All information acquired by Buyer or any of its Representatives may reasonably request; provided that any such access shall under this Agreement will be limited subject to normal business hours upon reasonable advance notice the terms and conditions of the Confidentiality Agreement. Buyer agrees to Seller, under be bound by the supervision of Seller’s personnel and Confidentiality Agreement in such a the same manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules Guarantor with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior all matters relating to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of including the disclosure by 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 representationinformation to Buyer or its Representatives of any information regarding Seller, warranty, covenant the Company Entities or agreement by Seller (their respective businesses or any related claim for indemnification)assets. Notwithstanding anything to From the contrary in this Agreementdate hereof until the First Closing, Seller shall not be required cooperate with Buyer at Buyer’s expense to disclose obtain an update to any information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Surveys.

Access to Information. From Subject to applicable Laws, from the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Lawsuntil the Closing, Seller shall: (a) afford will, and will cause its Subsidiaries to, give Buyer and its Representatives reasonable access to and the right to inspect (i) all of the Leased Acquired FH Assets and FH Assets and assets of the Transferred FH Companies and their Closing Subsidiaries, Real Property, properties, assets, premises, the Transferred FH Books and RecordsRecords and to such personnel, Assigned Contracts offices and other documents facilities and data exclusively related properties of the Transferred FH Companies and their Closing Subsidiaries and to furnish such other information in respect of the Business; and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to operation of the FH Business as Buyer or any of its Representatives may reasonably request; provided provided, that all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with the Vice President, Investor Relations, Colfax Corporation, or such person or persons as he/she shall designate; provided, further, that any such access shall be limited to normal business hours conducted at a reasonable time, 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 operation of any business conducted by any Transferred FH Company or its Closing Subsidiaries; provided, further, that any such access or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or work of any kind. All such information and access shall be subject to the terms and conditions of the Business or any other businesses of Sellerconfidentiality agreement dated May 8, 2017 between Buyer and Seller (the “Confidentiality Agreement”). 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 Notwithstanding the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller its Subsidiaries shall not be required to disclose provide any such information (i) as and to the extent it relates to the Excluded Businesses, the Excluded Assets or afford access the Retained Liabilities, (ii) if the Seller or any of its Subsidiaries believes in good faith that doing so presents a significant risk, based on advice of outside counsel of resulting in a loss of the ability to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure successfully assert a claim 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, attorney work-product or other applicable privilege; Privilege or (ziii) contravene any Law, fiduciary duty or Contract to which if Seller or any of its Affiliates is a party. Prior to Subsidiaries, on 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 Businessone hand, and Buyer shall have no right to perform invasive or subsurface investigations any of its Subsidiaries, on the Leased Real Property. Buyer shallother hand, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement are adverse parties in a litigation (other than a litigation with respect to any access or this Agreement) and such information provided pursuant is reasonably pertinent thereto; provided, further, that, in the case of clause (ii) above, the parties hereto shall reasonably cooperate in seeking to this Section 6.02find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access to and From the right to inspect time this Agreement is signed by all of the Leased Real Propertyparties hereto until the Closing, propertiesParent shall use its commercially reasonable efforts to cause the Companies and their respective officers, assetsdirectors, employees, agents, representatives, accountants and counsel to (i) afford the Purchasers and their authorized representatives reasonable access, subject to the Confidentiality Agreements and applicable Law and solely to the extent such access is available to Parent in the ordinary course of business and can be provided to the Purchasers without any breach of Contract, to the offices and properties of each Company and, on Parent’s premises, the Books and RecordsRecords of each Company, Assigned Contracts and (ii) make available to the officers, employees, and authorized agents and representatives of the Purchasers, on Parent’s premises, such additional financial and operating data and other documents and data exclusively related information regarding the Companies (or copies thereof) as any Purchaser may from time to time reasonably request, solely to the Business; extent such access is available to Parent in the ordinary course of business and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related can be provided to the Business as Buyer Purchasers without any violation of Law or any breach of its Representatives may reasonably requestContract; provided that provided, however, that: (A) any such access or availability shall be limited to provided at the expense of the Purchaser(s) requesting such access or available, during normal business hours upon reasonable advance notice to SellerParent, under the supervision of SellerParent’s personnel and in such a manner as not to interfere with the conduct normal operations of the Business or any other businesses of Seller. All Companies; (B) all requests by Buyer the Purchasers for access or availability pursuant to this Section 6.02 5.02 shall be submitted or directed exclusively to such an individual as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyerbe designated by Parent; and (iiC) supplement or amend (by written notice to Buyer) Section 2.01(a) of Parent and the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 Companies shall not be deemed required to be a condition to Closing, nor provide any failure thereof give rise to any breach Books and Records or reports based thereon that they do not maintain or prepare in the ordinary course of any representation, warranty, covenant or agreement by Seller (or any related claim for indemnification)their business. Notwithstanding anything to the contrary in this Agreement, Seller Parent shall not be required to disclose any information or afford access to Buyer the Purchasers if such disclosure or access would, in SellerParent’s sole discretion be reasonably likely: discretion, (xi) result in cause significant competitive harm to Parent or the disclosure of information that is competitively sensitive in relation toCompanies and their respective businesses if the transactions contemplated hereby are not consummated, or constitutes trade secrets of, Seller and its businesses (including the Business); (yii) jeopardize any attorney-client, attorney work-product client or other applicable privilege; legal privilege or (ziii) contravene any applicable Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior binding agreement entered into prior to the Closing, without the prior written consent date 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Agreement.

Access to Information. From the date hereof until through the earlier of Closing or termination of this Agreement in accordance with Article VIII Date, upon reasonable notice and subject to compliance with all any limitations imposed by applicable Antitrust LawsLaw, Seller shall: (a) the Company shall afford to Buyer and its Representatives reasonable access access, during normal business hours, to and the right to inspect all of the Leased Real Propertyits personnel, properties, books, contracts, commitments and records and all other information concerning its business, assets, premises, Books personnel and Records, Assigned Contracts and other documents and data exclusively related to the BusinessTax status as Buyer may request; and (b) furnish provided that Buyer and its Representatives will not disrupt the operations or activities of the Company, and if applicable Law limits such access, the Parties will cooperate in good faith to establish an alternative mechanism to provide the information that Buyer desires to obtain in connection with such financialaccess. Notwithstanding the foregoing, operating and other data and (i) nothing herein will require any employee or Representative of the Company Seller, the Company or their respective Affiliates to provide any information exclusively related to regarding the Business as of the Company in any other format or otherwise to manipulate or reconfigure any data regarding the Business of the Company, (ii) nothing herein will require the Company or their Affiliates to provide Buyer or its Representatives with access to or copies of (A) any information subject to attorney-client or attorney work product privilege or any similar protection, (B) any information the disclosure of which could reasonably be expected to violate any applicable Law or the terms of any Contract or result in the loss of protectable interests in trade secrets (provided that Company Seller will use commercially reasonable efforts to provide such information in a manner that does not violate such Law or is in accordance with such Contract), (C) any Tax Returns of Company Seller or any of its Representatives may reasonably request; provided that Affiliates (other than the Company or to the extent related to the Company) and (D) any such access shall be limited information relating to normal business hours upon reasonable advance notice to Sellerthe sale process, under the supervision of Seller’s personnel and bids received from other Persons in such a manner as not to interfere connection with the conduct of the Business or any other businesses of Seller. All requests transactions contemplated by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively Agreement and information and analysis (including financial analysis) relating to such individual as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyerbids; and (iiiii) supplement nothing contained herein will permit Buyer to conduct any intrusive or amend invasive environmental sampling (by written notice to Buyerincluding any soil, sediment and groundwater sampling) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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 without Company Seller’s sole discretion be reasonably likely: (x) 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, attorney work-product or other applicable privilege; or (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 be withheld in Company Seller’s sole discretion). All requests for access will be made to such Representatives of Company Seller as Company Seller will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to Closing, Buyer and Buyer’s Representatives shall not contact or in any other manner communicate with customers (including clients) or 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 shallCompany in connection with the transactions contemplated by this Agreement without Company Seller’s consent (not to be unreasonably withheld, conditioned or delayed) and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access participation in such contact or information provided pursuant to this Section 6.02communication.

Access to Information. From During the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII Interim Period, upon reasonable notice, and subject to compliance with all applicable Antitrust Lawsrestrictions contained in any confidentiality agreement to which the Company is subject, Seller shall: (a) afford Buyer the Company shall provide to Purchaser and its Representatives authorized representatives during normal business hours reasonable access to and all the right to inspect all of the Leased Real Propertyoffices, properties, assetsbooks and records, premises, Books financial information and Records, Assigned Contracts and other documents and data exclusively related to of the Business; and Company (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 supervision of Seller’s personnel and in such a manner so as to not to interfere with the conduct normal business operations of the Business or any other businesses Company) and, during such period, promptly furnish such information concerning the businesses, properties and personnel of Sellerthe Company as Purchaser shall reasonably request. All requests by Buyer for access of such information shall be treated as “Confidential Information” 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 the terms of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Confidentiality Agreement, should have been set forth or described in such Section 2.01(a) the provisions 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 which are by Seller (or any related claim for indemnification)this reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, Seller during the Interim Period, neither the Sellers nor any of their Affiliates (including the Company) shall not be required to disclose to Purchaser or any of its representatives any (i) information (A) to the extent related to the sale or afford access divestiture process conducted by the Sellers or their Affiliates for the Company vis-à-vis any Person other than Purchaser and its Affiliates, or the Sellers’ or their Affiliates’ (or their respective representatives’) evaluation of the business of the Company in connection therewith, including projections, financial and other information relating thereto (subject to Buyer the provisions of Section 6.4), (B) if such disclosure doing so would violate any contract or access would, in Seller’s sole discretion be law to which any Seller or any of its Affiliates (including the Company) is a party or is subject or which it reasonably likely: (x) determined upon the advice of counsel could result in the disclosure loss of the ability to successfully assert attorney-client and work product privileges, (C) if any Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (D) if any Seller or the Company reasonably determines upon the advice of outside counsel that is such information should not be so disclosed due to its competitively sensitive in relation tonature, or constitutes trade secrets of, Seller and its businesses (including the Business); (yii) jeopardize any attorney-client, attorney work-product information relating to Taxes or Tax Returns other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior than information relating 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Company.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer Sellers shall, and shall cause the Acquired Companies to, during ordinary business hours and upon reasonable advance written notice (i) give Purchaser and its Representatives reasonable access to and the right to inspect all of the Leased Real Property, propertiespersonnel, assets, premises, Books facilities and Records, Assigned Contracts books and other documents and data exclusively related to records of each of the Business; Acquired Companies and (bii) furnish Buyer permit Purchaser and its Representatives with to make such financial, operating and other data and information exclusively related to the Business reasonable inspections thereof as Buyer or any of its Representatives Purchaser may reasonably request; provided provided, however, that (A) any such access inspection shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to materially interfere with the conduct operations of the Business Sellers, the applicable Acquired Company 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) member of the Seller Disclosure Schedules Group, and (B) neither Sellers nor an Acquired Company shall be required to take any action which would constitute or result in a waiver of its attorney-client privilege or violate any Contract or applicable Law; provided, further, that if any event set forth in clauses (A) and (B) in the foregoing proviso would be reasonably likely to occur, the Sellers shall collaborate with respect Purchaser in good faith to make alternative arrangements to allow for such inspection in a manner that does not result in such event. Purchaser shall indemnify and hold harmless Sellers from and against any matter arising Losses incurred by Sellers, their Affiliates or discovered after the date of this Agreement that, if existing, occurring its or known at or prior their Representatives to the date extent resulting from any action of this Agreement, should have been set forth Purchaser or described in such Section 2.01(a) of the Seller Disclosure Schedules; provided that the obligation its Representatives while present on any premises 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 (or any related claim for indemnification)which Purchaser is granted access hereunder. Notwithstanding anything in this Section 4.2(a) to the contrary in this Agreementcontrary, 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) result Purchaser shall not have access to personnel records if such access could, in the disclosure of information that is competitively sensitive in relation toapplicable Seller’s good-faith judgment, or constitutes trade secrets ofviolate applicable Law, Seller and its businesses (including the Business); Health Insurance Portability and Accountability Act of 1996, and (y) jeopardize any attorney-clientinspection relating to environmental matters by or on behalf of Purchaser shall be strictly limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, attorney work-product or other applicable privilege; or (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 and Purchaser shall not contact any suppliers to, or customers of, have the Business, and Buyer shall have no right to collect any air, soil, surface water or ground water samples or perform any invasive or subsurface investigations destructive air sampling on, under, at or from any of the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From Between the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Lawsthe Closing Date, Seller the Initial Members shall: (a) afford Buyer , and shall cause the Company to, provide Purchaser and its Representatives reasonable full access during normal business hours to and the right to inspect all of the Leased Real Propertypersonnel, properties, assets, premisescustomers, Books and Records, Assigned Contracts Corporate Records, Contracts, Permits and other documents and data exclusively related of or relating to the BusinessCompany to make such investigation as shall reasonably be deemed desirable; provided that access to customers and (b) employees shall be subject to the prior written consent of the Company, such consent not to be unreasonably withheld or delayed. The Initial Members shall furnish Buyer or cause to be furnished to Purchaser and its Representatives with such financial, operating and other all data and information exclusively related to concerning the Business Company and its business, assets and properties as Buyer or any of its Representatives may reasonably request; provided that be requested, including access to officers and employees and representatives of the Company. Notwithstanding any such access shall be limited to normal business hours upon reasonable advance notice to Sellerinvestigation, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business whether occurring before 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) Purchaser has the unqualified right to rely upon, and has relied upon, each of the Seller representations, warranties and covenants made by the Initial Members in this Agreement, subject to the disclosures in the Disclosure Schedules; provided that , and no such investigation performed or information received by Purchaser or its Representatives shall affect in any way the obligation to provide such list of Trade Programs or to supplement or amend Section 2.01(a) Liability of the Seller Initial Members with respect to any representations, warranties or covenants contained herein. Without limiting the generality of the foregoing, the Initial Members shall, as promptly as practicable, inform Purchaser in writing of any change or event which renders any representation or warranty or any Disclosure Schedules Schedule inaccurate or incomplete in any material respect, it being understood that no such disclosure after the date hereof shall not be deemed to be a condition to Closing, nor in any failure thereof give rise to way limit the Initial Members’ Liability for any breach of any representation, warranty, covenant representation or agreement by Seller (or any related claim for indemnification). Notwithstanding anything to the contrary warranty set forth in this Agreement, Seller . For the avoidance of doubt all such access 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior subject 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 ofConfidentiality Agreement, the Business, terms and Buyer shall have no right to perform invasive or subsurface investigations conditions of which survive the Leased Real Property. Buyer shall, execution and shall cause its Representatives to, abide by the terms delivery of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Agreement.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer From and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement thatthe Closing of and until the seventh anniversary of the date of the Closing, if existing, occurring in connection with any reasonable purpose relating to the operation of Seller’s or known at or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this AgreementAgreement or any of the Related Agreements, should and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have been reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or described in such Section 2.01(a) trials; provided, that the foregoing does not unreasonably disrupt the business 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 (or any related claim for indemnification)Company. Notwithstanding anything herein to the contrary in this Agreementcontrary, Seller the Company 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of 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, confidential 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02proprietary information.

Access to Information. From the date hereof (a) Subject to Section 4.4 hereof, until the earlier of the Closing or the termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust LawsAgreement, Seller shall: (a) shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer and its Representatives reasonable access during normal business hours to and the right to inspect all of the Leased Real Propertyofficers, directors, employees, agents, properties, assets, premises, Books and Records, Assigned Contracts offices and other documents facilities of the Company and data exclusively related to the Business; its Subsidiaries and (b) their books and records, and shall furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related with respect to the Business Company and its Subsidiaries, as Buyer Buyer, through its officers, employees or any of its Representatives agents, may reasonably request; provided that any such access . In exercising its rights hereunder, Buyer shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner conduct itself so as not to interfere with in the conduct of the Business business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or any other businesses agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual as , unless Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules otherwise expressly consents with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall not be required to disclose any information or afford access to Buyer if such disclosure or access wouldany agent or representative thereof any (i) information (A) except as already provided to Buyer, in relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s sole discretion be reasonably likely: or its Affiliates’ (xor their representatives’) result evaluation of the Company or its business in the disclosure of information that is competitively sensitive in relation toconnection therewith, or constitutes trade secrets ofincluding projections, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product financial or other applicable privilege; information relating thereto or (zB) contravene if doing so could violate any Law, fiduciary duty Contract or Contract Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party. Prior party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely 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, Company 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Subsidiaries.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII until the Effective Time, upon reasonable advanced notice and subject during normal business hours, the Company shall and shall cause each other Acquired Company to compliance with all applicable Antitrust Laws, Seller shall: (ai) afford Buyer give Parent and its Representatives reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assetsbooks and records of the Acquired Companies, premises, Books (ii) furnish to Parent and Records, Assigned Contracts its Representatives such financial and operating data and other documents and data exclusively related information relating to the BusinessAcquired Companies as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Acquired Companies to cooperate with Parent in its investigation of the Acquired Companies; and provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) any Applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (b) furnish Buyer and its Representatives access to such documents or information would, in the Company’s good faith opinion after consultation with outside legal counsel, result in the loss of attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such financial, operating and other data and documents or information exclusively related or (c) access to a Contract to which the Business as Buyer Company or any of its Representatives may reasonably request; provided Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such Contract. In the event that any of the Company or its Subsidiaries does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.04. Any investigation pursuant to this Section 6.04 shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere unreasonably with the conduct of the Business or business of the Acquired Companies and any other businesses access to the property of Sellerany Acquired Company must comply with Company’s reasonable security and insurance requirements, may not unreasonably interfere with any Acquired Company’s use of the property. 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 Notwithstanding the foregoing, Seller shall, Parent shall not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs have access to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) personnel records of the Seller Disclosure Schedules with respect Acquired Companies relating to any matter arising individual performance or discovered after evaluation records, medical histories or other information which in the date of this Agreement that, if existing, occurring Company’s good-faith opinion is sensitive or known at or 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 (or 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) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including which could subject the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract Company to which Seller or its Affiliates is a party. Prior to the Closing, without the prior written consent risk 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02liability.

Access to Information. (a) From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII Date, the Sellers will (and subject to compliance with all applicable Antitrust Lawswill cause their Affiliates to) (i) give Buyer, Seller shall: (a) afford Buyer its counsel, financial advisors, auditors and its other authorized Representatives reasonable access upon reasonable notice to the Purchased Real Property offices, preparation plants, mine workings and other facilities and properties of the Purchased Business and the right to inspect all books and records of the Leased Real PropertySellers relating to the Purchased Business; (i) furnish to Buyer, propertiesits counsel, assetsfinancial advisors, premises, Books and Records, Assigned Contracts auditors and other documents authorized Representatives such financial and operating data exclusively related and other information relating to the Business; and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to the Purchased Business as Buyer or any of its Representatives such Persons may reasonably request; and (i) instruct the employees, counsel and financial advisors of the Sellers and their Affiliates to cooperate with Buyer in its investigation of the Purchased Business; provided that nothing herein will obligate Sellers to take or permit any actions that would result in any waiver of attorney-client privilege or violate any Law or the terms of any Contract to which the Sellers or any of their Affiliates is a party or to which any assets of Sellers or any of their Affiliates are subject or subject Sellers or any of their Affiliates to risk of liability; provided, further, that the Parties will use their respective commercially reasonable efforts to obtain the necessary consents or develop an alternative solution so as to not result in the waiver of such access privilege or violation of such Law or Contract. Any investigation by Buyer or its authorized Representatives pursuant to this ‎Section 5.03 shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere unreasonably with the conduct of the Business or any other businesses business of Sellerthe Sellers. 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 Notwithstanding the foregoing, Seller shall, Buyer shall not later than 10 Business Days before the Closing: (iA) deliver a list of all current Trade Programs have access to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) personnel records of the Seller Disclosure Schedules with respect Sellers relating to any matter arising individual performance or discovered after evaluation records, medical histories or other information which in the date of this Agreement that, if existing, occurring Sellers’ good faith opinion is sensitive or known at or 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 (or 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) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including which could subject the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; Sellers to risk of liability or (zA) 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 the Sellers’ Representative (which may granted Seller’s sole discretionnot to be unreasonably withheld, conditioned or delayed so long as Buyer has a reasonable and good faith belief that material environmental conditions warranting the following types of investigations are present), conduct or cause to be conducted any sampling, testing or otherwise invasive investigation of the air, soil, surface water, groundwater, building materials or other environmental media related to the Purchased Business or the Purchased Assets. During any visits to any offices, facilities or other properties of Sellers or any of their Affiliates permitted by this Section 5.3, 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 shallcomply, and shall cause its Representatives toto comply, abide by with all safety, health and security rules applicable to the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02premises being visited.

Access to Information. (a) From the date hereof until to the Closing Date or the earlier of Closing or termination of this Agreement in accordance Agreement, the Company and Parent shall, to the extent consistent with Article VIII and subject to compliance with all applicable Antitrust LawsLaw (including antitrust Law), Seller shall: (a) afford Buyer the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the right officers, employees, agents, properties and offices of its Subsidiaries and to inspect all of the Leased Real Propertytheir books and records. In exercising its rights hereunder, properties, assets, premises, Books each party shall (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 shall cause each 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 supervision of Seller’s personnel and in such a manner to) conduct itself so as not to interfere with in the conduct of the Business business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 contact hereunder shall be submitted or directed exclusively to such individual as Seller shall designate in writing from time to time. In furtherance arranged and supervised by Representatives of the foregoingsuch party, Seller shall, not later than 10 Business Days before unless the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules such party otherwise expressly consents with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)specific contact. Notwithstanding anything to the contrary set forth in this Agreement, Seller neither party hereto nor any of its Affiliates shall not be required to disclose to the other party or any agent or Representative thereof any information or afford access to Buyer (i) if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) 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 doing so could violate any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller such party or any of its Affiliates is a party. Prior party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the Closingability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, without further, that if the prior written consent a party hereto or any of Seller (which its Affiliates believes in good faith that any such disclosure may granted Seller’s sole discretion), Buyer shall not contact any suppliers to, or customers ofresult in a loss of the ability to successfully assert a claim of privilege, the Business, Company and Buyer Parent shall have no right use commercially reasonable efforts to perform invasive cooperate and explore in good faith whether a method could be used to permit disclosure by such party or subsurface investigations of the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02without waiving such privilege.

Access to Information. From the date hereof (a) Subject to Section 5.4, until the earlier of the Closing or and the termination of this Agreement in accordance with Article VIII the terms of ARTICLE VII, each of Seller Parent and subject to compliance with all applicable Antitrust Laws, each Seller shall: (a) afford Buyer and shall cause its Representatives to afford Representatives of Buyer reasonable access during normal business hours, to the extent permitted by applicable Law and in accordance with the reasonable procedures established by Seller Parent or such Seller, in furtherance of the consummation of the Sale and the right other transactions contemplated by this Agreement, to inspect all of the Leased Real Propertyofficers, directors, employees, MSOs, properties, assets, premises, Books and Records, Assigned Contracts offices and other documents facilities of the Business and data exclusively related the Acquired Assets (including all Business Real Property) and the books and records relating thereto (in each case solely to the extent relating to the Business, the Acquired Assets, Assumed Liabilities or Acquired Entities or in connection with the Separation Activities); provided that such access shall only be upon the reasonable advance request of Buyer and shall not unreasonably disrupt personnel, operations and properties of the Business; provided, further, that Seller Parent and each Seller shall make available, or cause its Subsidiaries to make available, to the extent required or requested by Buyer, Business Employee or Former Business Employee personnel files or other information relating to the Business Employees and Former Business Employees that is relevant to any Acquired Entity Plan (provided that, unless required by Buyer to satisfy its obligations under Section 5.2, no Seller shall make, or cause to be made, available medical records, workers’ compensation records or the results of any drug testing; and that Buyer shall indemnify, defend and hold each Seller and its Affiliates (bincluding the other Subsidiaries of such Seller (other than Acquired Entities)) furnish harmless from any Liabilities arising out of or relating to Buyer’s and its Affiliates’ use of such personnel files). In exercising its rights under this Section 5.3(a), Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to the Closing. Buyer acknowledges and agrees that any contact or communication by Buyer and its Representatives with officers, employees or agents of the Business hereunder shall be arranged, and, if so determined in Seller Parent’s reasonable judgement, supervised (provided that Buyer shall have the right to reasonably request that such financialcontact or communication be unsupervised and, operating and other data and information exclusively related upon such request, Seller Parent or such applicable Seller shall not unreasonably withhold, condition or delay its consent), by Representatives of the applicable Seller or Seller Parent, unless such Seller or Seller Parent otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the Business as contrary set forth in this Agreement but subject to Sellers’ obligations pursuant to Section 5.22, no Seller nor any Affiliates of any Seller (including the Acquired Entities) shall be required to disclose to 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closingany: (i) deliver information to the extent: (A) relating to any acquisition, sale or divestiture process conducted by such Seller or its Affiliates for the Business or such Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection therewith, or any information concerning the Sale Process, in each case, including projections, financial or other information relating thereto; (B) doing so could reasonably be expected to violate any Contract (provided that each Seller shall use reasonable efforts to obtain consents or waivers from third parties under any such Contract in order to disclose such information to Buyer (it being understood that in no event shall any Seller or its Affiliates be obligated to pay any consent fee or other consideration in connection with their efforts to obtain such consents or waivers)) or Law to which any Seller or any of its Affiliates (including the Acquired Entities) is a list party or is subject or which it believes in good faith would reasonably be expected to result in a loss of all current Trade Programs the ability to Buyersuccessfully assert a claim of attorney-client privilege; or (C) if any Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided, however, that in the event the restrictions of this clause (i) apply, such Seller shall provide Buyer with a reasonable description of the information not provided, to the extent permitted by applicable Law, and such Seller shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate any such information without resulting in any such violation; or (ii) supplement Tax Return or amend any other information relating to Taxes or Tax Returns (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior other than information relating solely to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of Business and 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 (or any related claim for indemnificationAcquired Entities). Notwithstanding anything herein to the contrary in this Agreementcontrary, Seller Buyer shall not be required have the right to disclose any information perform or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of information that is competitively sensitive in relation toconduct, or constitutes trade secrets ofcause to be performed or conducted, Seller and its businesses (including the Business); (y) jeopardize any attorney-clientenvironmental sampling or testing at, attorney work-product in, on or other applicable privilege; or (z) contravene underneath any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior Business Real Property prior to the Closing, Closing without the prior written consent of Seller (Sellers, which may granted Seller’s sole discretion), Buyer consent shall not contact any suppliers tobe unreasonably withheld, delayed or customers ofconditioned, if such sampling or testing is reasonably requested by an insurance underwriter in connection with 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Environmental Insurance Policy.

Access to Information. From the date hereof until Subject to Section 5.6 and applicable Law, prior to the earlier of the Closing or termination of Date and the date on which this Agreement in accordance with Article VIII is terminated pursuant to ARTICLE VII, upon reasonable prior written notice by Buyer and subject to compliance with all applicable Antitrust Lawssolely for purposes of the consummation of the transactions contemplated by this Agreement, Seller shall: (a) shall afford Buyer and its Buyer’s Representatives reasonable access during normal business hours to and the right to inspect all of the Leased Real Propertyofficers, directors, employees, agents, properties, assets, premises, Books and Records, Assigned Contracts offices and other documents facilities (including the Rolling Mill Real Property) and data exclusively related the books and records of the Company (including, for the avoidance of doubt, by maintaining Buyer’s and its Representatives’ access to the Project Knight online data room), Seller and the Rolling Mill Affiliates (solely with respect to the Rolling Mill Business; ), and (b) shall furnish Buyer and its Representatives Buyer, at Buyer’s expense, with such existing financial, operating and other data and information exclusively related with respect to the Business Rolling Mill Business, as Buyer or any of its Representatives may reasonably request; provided that any such access request in writing. In exercising its rights hereunder, Buyer shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner conduct itself so as not to unreasonably interfere with in the conduct of the Rolling Mill Business or prior to Closing. Buyer acknowledges and agrees that any other businesses of Seller. All requests contact by Buyer for access pursuant to this Section 6.02 and its agents and Representatives with officers, employees or agents of the Company hereunder shall be submitted or directed exclusively to such individual as arranged and supervised by Seller, unless Seller shall designate otherwise expressly consents in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company) shall not be required to disclose any information or afford access to Buyer or any agent or Representative thereof any (i) information if such disclosure doing so could reasonably be expected to (A) violate any Contract or access wouldLaw to which Seller or any of its Affiliates (including the Company) is a party or is subject, (B) result in Seller’s sole discretion be reasonably likely: a loss of the ability to successfully assert a claim of privilege (xincluding the attorney-client and work product privileges), (C) upon a written opinion of counsel, result in the disclosure of information that is any competitively sensitive in relation to, information of Seller or constitutes trade secrets of, Seller and of any of its businesses Affiliates unrelated to the Rolling Mill Business or that would violate any Law or (including the Business); (yD) jeopardize any attorney-client, attorney work-product breach a confidentiality or other applicable privilege; obligation to a Third Party and (ii) consolidated, combined, affiliated or (z) contravene any Law, fiduciary duty or Contract to unitary Tax Return which includes Seller or any of its Affiliates is a partyor any Tax-related work papers, except, in each case, for materials that relate solely to the Company, the Rolling Mill Business or the Rolling Mill Assets. Prior Notwithstanding the foregoing, prior to the Closing, Buyer shall have no right to perform or conduct any environmental sampling or other invasive environmental investigation on or about any portion of the Rolling Mill Real Property (or any other real property) without the prior written consent of Seller (which may granted Seller’s sole discretionconsent shall not be unreasonably withheld, conditioned or delayed). It is further agreed that, subject to Section 5.16(b), prior to the Closing, 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 not to, abide by the terms ) contact any of the Confidentiality Agreement employees, customers, distributors, vendors or suppliers of Seller or its Affiliates (including the Company) in connection with respect the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Prior to the Closing, Buyer shall not (and shall cause its Representatives not to) use any access or information provided obtained pursuant to this Section 6.025.7 for any purpose unrelated to the transactions contemplated by this Agreement. Promptly following the Closing, Seller shall deliver to Buyer a CD, USB flash drive or similar electronic media containing the contents of the online data room as of the date hereof and any additional content uploaded prior to Closing.

Access to Information. (a) From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VIII its terms, upon reasonable notice, and subject to compliance with all applicable Antitrust Lawsrestrictions contained in the confidentiality agreements to which the Group Companies are subject, Seller shall: (a) afford the Company shall provide to Buyer and its Representatives authorized representatives during normal business hours reasonable access to all books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of any Group Company) and the right Group Companies shall furnish promptly to inspect all of the Leased Real PropertyBuyer and its representatives such information concerning their business, properties, Contracts, assets, premises, Books liabilities and Records, Assigned Contracts and other documents and data exclusively related to the Business; and (b) furnish employees as 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 representatives may reasonably request; provided provided, that in no event shall the foregoing include any sampling or analysis of soil, air, groundwater, building materials or other environmental media nor may Buyer require that such access sampling or analysis be conducted. All of such information shall be limited treated as confidential information pursuant to 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 with the conduct terms of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Confidentiality Agreement, should have been set forth or described in such Section 2.01(a) the provisions 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 which are by Seller (or any related claim for indemnification)this reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the period from the date hereof until the Closing, none of Seller and any of its Affiliates shall not be required to disclose to Buyer or any of its representatives any information (A) to the extent related to the sale or afford access to divestiture process conducted by Seller or its Affiliates for the Group Companies vis-à-vis any Person other than Buyer if such disclosure and its Affiliates, or access would, in Seller’s sole discretion be reasonably likely: or its Affiliates’ (xor their representatives’) result evaluation of the business of the Group Companies in the disclosure of connection therewith, including projections, financial and other information that is competitively sensitive in relation torelating thereto, (B) if doing so would violate any Contract or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract Law to which Seller or any of its Affiliates is a party. Prior party or is subject or which it reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges or (C) if Seller or any of its Affiliates, on 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 Businessone hand, and Buyer shall have no right to perform invasive or subsurface investigations any of its Affiliates, on the Leased Real Property. Buyer shallother hand, are adverse parties in a litigation and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or such information provided pursuant to this Section 6.02is reasonably pertinent thereto.

Access to Information. From Subject to the date hereof until terms of the Confidentiality Agreement, during the period commencing upon the execution and delivery of this Agreement and terminating upon the earlier to occur of the Closing or and the termination of this Agreement pursuant to and in accordance with Article VIII Section 9.1, upon reasonable notice and subject to compliance with all applicable Antitrust Lawsduring normal business hours, Seller the Company and its Subsidiaries shall: , and shall cause the officers, employees, auditors and agents of the Company and such Subsidiaries to, (a) afford the officers, employees and agents and representatives of Buyer and its Representatives reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assets, premises, Books books and Records, Assigned Contracts records of the Company and other documents and data exclusively related to the Business; its Subsidiaries and (b) furnish to the officers, employees and agents and representatives of Buyer such additional financial and its Representatives with such financial, operating data and other data information regarding the assets, properties and information exclusively related to business of the Business Company or its Subsidiaries as Buyer or any may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement and to facilitate the consummation of its Representatives may reasonably requestthe transactions contemplated by this Agreement; provided that provided, however, (i) any such access shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere with the conduct operation of the Business business conducted by the Company 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyerits Subsidiaries; and (ii) supplement any intrusive environmental testing or amend sampling sought to be performed on any Owned Real Property or Leased Real Property (by including any tests that involve drilling, excavation, or the collection of samples of soils, groundwater, surface water, drinking water, building materials or other environmental media) shall require the prior written notice to Buyer) Section 2.01(a) consent of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in Company (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 consent not be deemed to be a condition to Closingunreasonably conditioned, nor any failure thereof give rise to any breach of any representation, warranty, covenant withheld or agreement by Seller (or 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) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including the Businessdelayed); (yiii) jeopardize Buyer or any attorneyof its representatives shall not contact or have any discussions with any of the landlords/sub-clientlandlords, attorney work-product tenants/subtenants, customers, distributors, licensors, suppliers or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller material business relations of the Company or its Affiliates is a party. Prior to the Closing, Subsidiaries without the prior written consent of Seller the Company (which may granted Seller’s sole discretionsuch consent not to be unreasonably conditioned, withheld or delayed), ; (iv) Buyer shall not contact be responsible for any suppliers tomaterial damage to any Owned Real Property, Leased Real Property and any other assets or customers of, the Business, and Buyer shall have no right to perform invasive or subsurface investigations property of the Leased Real Property. Company or its Subsidiaries caused by Buyer shallor any of its Affiliates or representatives; and (v) the Company shall not be required to (or cause any Company Subsidiary to) so confer, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any afford such access or furnish such copies or other information to the extent that doing so would result in the breach of any confidentiality or similar agreement to which the Company any of its Subsidiaries is a party or the loss of attorney-client privilege (provided pursuant that the Company shall use commercially reasonable efforts to this Section 6.02allow for such access or disclosure in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege).

Access to Information. From During the date hereof until Interim Period, to the earlier of Closing or termination of this Agreement in accordance with Article VIII extent permitted by applicable Law, including applicable antitrust and subject to compliance with all applicable Antitrust competition Laws, Seller shall: (a) afford Buyer or the requirements of any Governmental Authority, securities exchange or other regulatory organization with whose rules Ardagh or GHV is required to comply, each of Ardagh and its GHV shall provide to the other and their respective Representatives reasonable access during normal business hours to all books, records, information, documents, personnel, offices, facilities and properties which such Party may reasonably request relating to the right AMP Business or GHV’s business, as applicable (including, for the avoidance of doubt, maintaining access to inspect all such Party’s electronic data room); provided that such access shall only be upon the written request of Ardagh or GHV submitted reasonably in advance, shall not unreasonably disrupt personnel or interfere with the operations and properties of the Leased Real PropertyAMP Business or GHV’s business, propertiesas applicable, assetsand shall be at the requesting Party’s sole expense. In exercising its rights hereunder, premisesthe requesting Party shall conduct itself so as not to unreasonably interfere in the conduct of the AMP Business or GHV’s business, Books as applicable. Each of Ardagh and Records, Assigned Contracts GHV acknowledge and other documents and data exclusively related to the Business; and (b) furnish Buyer agree that any contact or communication by it and its Representatives with such financialofficers, operating and other data and information exclusively related to employees or agents of the AMP Business or GHV’s business, as Buyer or any of its Representatives may reasonably request; provided that any such access applicable, hereunder shall be limited to normal business hours upon reasonable advance notice to Sellerarranged and supervised by representatives of such Party granting access, under the supervision of Seller’s personnel and in unless such a manner as not to interfere with the conduct of the 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 granting Party otherwise expressly consents in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)specific contact. Notwithstanding anything to the contrary set forth in this Agreement, Seller none of Ardagh, GHV or any of their respective Affiliates shall not be required to disclose to the other Parties or any of their Representatives (a) any information (i) if doing so would violate any Contract or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract Law to which Seller the Party granting access or any of its Affiliates is a party. Prior party or is subject or which it believes in good faith would result in a loss of the ability to successfully assert a claim of privilege (including attorney-client and work product privileges), (ii) if the requesting Party or any of its Affiliates, on the one hand, and the Party from whom access has been requested or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (iii) if the Party from whom access has been requested reasonably determines that such information is competitively sensitive (provided that in such case such information shall be made available pursuant to mutually agreed “clean team” procedures, to the Closing, without extent permissible and reasonably requested for the prior written consent valuation and assessment of Seller the AMP Business or GHV’s business (which as the case may granted Seller’s sole discretionbe)), Buyer or (b) any other information relating to Taxes or Tax Returns to the extent unrelated to the AMP Business or the AMP Entities or GHV’s business, as applicable. All information made available hereunder prior to the Closing shall be subject to the Confidentiality Agreement, and each of Ardagh and GHV 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 respective Affiliates and Representatives not to, abide by the terms of the Confidentiality Agreement with respect to ) use any access or information provided obtained pursuant to this Section 6.026.7 or otherwise under this Agreement for any purpose unrelated to the Transactions. No investigation pursuant to this Section 6.7 shall affect any representation or warranty in this Agreement of Ardagh or GHV or any condition to the obligations of Ardagh, AMPSA, MergeCo or GHV.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after From the date of this Agreement thatthrough the Closing, if existing, occurring or known at or prior the Company shall afford to representatives of Buyer and VAB Acquisition Sub access to the date of this Agreementofficers, should employees, accountants, counsel, offices, properties, books and records during normal business hours, as Buyer or VAB Acquisition Sub may reasonably request in order that Buyer and VAB Acquisition Sub may have been set forth or described in an opportunity to make such Section 2.01(a) investigations as they desire 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) affairs of the Seller Disclosure Schedules Company and the Company Subsidiaries (including any investigations reasonably required by Buyer to determine the Tax cost to Buyer and VAB Acquisition Sub of the VAB Purchase) and to facilitate consummation of the Transactions; provided, however, that such investigation shall be upon reasonable notice, shall not unreasonably disrupt the personnel and operations of the Company and shall be deemed subject to Applicable Laws. All requests for access to the offices, properties, books, and records relating to the Company and the Company Subsidiaries shall be a condition made to Closingsuch representatives of the Company as the Company shall designate, nor who shall be solely responsible for coordinating all such requests and all access permitted hereunder. None of Buyer, VAB Acquisition Sub or their representatives shall contact any failure thereof give rise of the employees, customers or suppliers of the Company or its respective Affiliates in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such representatives of the Company as the Company may designate. If, in the course of any investigation pursuant to this Section 6.1, Buyer becomes aware of any breach of any representation, warranty, covenant representation or agreement by Seller (warranty contained in this Agreement or any related claim for indemnification)circumstance or condition that upon the Closing would constitute such a breach, Buyer covenants that it will promptly so inform the Company and VAB Acquisition Sub. Notwithstanding anything to 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) 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, attorney work-product or other applicable privilege; or (z) contravene any extent permitted under Applicable Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to from and after 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 ofdate hereof, the Business, Company shall reasonably cooperate with Buyer and Buyer shall have no right to perform invasive or subsurface investigations VAB Acquisition Sub regarding the determination and implementation of an orderly transition following the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Merger.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the ClosingClosing Date, without the prior written consent of Seller (which may granted Seller’s sole discretion)or, Buyer shall not contact any suppliers to, or customers ofif earlier, the Businessdate this Agreement is terminated pursuant to Section 10.1, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer if requested by Buyer, Seller shall, and shall cause its Representatives the Company Group to, abide by the terms deliver to Buyer copies of the Confidentiality monthly unaudited interim consolidated balance sheets and statements of income and cash flows of the Company (which may be presented in accordance with IFRS) (subject to the 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, 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 Business. Notwithstanding the foregoing, (i) Buyer’s review of such information and such access shall only be upon reasonable notice, shall be during normal business hours, shall not unreasonably disrupt personnel and operations of the business of the Company Group, and shall be conducted in compliance with all applicable Laws and all agreements to which Seller or any member of the Company Group is a party (which agreements Buyer is advised of by Seller), (ii) all requests for such information and such access shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests, (iii) neither Buyer nor any of its Affiliates or representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any access 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 information provided pursuant to this Section 6.02testing 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 telephone, mail or other means of communication, without the specific prior authorization of Seller.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer Upon reasonable notice, the Company shall (and its Representatives reasonable access to and the right to inspect all shall cause each of the Leased Real PropertySubsidiaries to) afford to officers, employees, counsel, accountants, financing sources and other authorized repre- sentatives of the Buyer ("Representatives"), in order to evaluate the transactions contemplated by this Agreement, reasonable access, during normal business hours throughout the period prior to the Closing Date, to its officers, directors, employees, accountants and other advisors and agents, properties, assetsbooks, premisesrecords and Contracts and, Books during such period, it shall (and Records, Assigned Contracts and other documents and data exclusively related to shall cause each of the Business; and (bSubsidiaries to) furnish Buyer and its promptly to such Representatives with such all financial, operating and other data and other information exclusively related to the Business concerning its business, properties and personnel as Buyer or any of its Representatives may reasonably request; provided be requested. (b) Buyer agrees that it will, and will cause its Repre- sentatives to, use any such access shall be limited to 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 with the conduct of the Business or any other businesses of Seller. All requests by Buyer for access information obtained pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual as Seller shall designate only in writing from time to time. In furtherance connection with the consummation of the foregoingtransactions contem- plated by this Agreement. (c) The Confidentiality Agreement shall apply with respect to Information, Seller shallas defined therein, not later than 10 Business Days before furnished to the Closing: Representatives pursuant to this Section. (d) As reasonably requested by Buyer, Parent shall cause Company to provide Buyer with (i) deliver a list of all current Trade Programs to Buyer; affiliated groups within the meaning of Section 1504(a) of the Code of which the Company or the Subsidiaries have been a member and of which Parent was not the common parent corporation, (ii) supplement a list of all Tax allocation or amend (by written notice Tax sharing agreements to Buyer) Section 2.01(a) of which the Seller Disclosure Schedules Company and the Subsidiaries is a party with any Person and any agreements that provide for the Company and the Subsidiaries to indemnify any Person with respect to any matter arising Taxes, (iii) a list of the federal, state and foreign income Tax Returns and other Tax Returns which are material and that were filed by the Company and each of the Subsidiaries during the three year period ending on the date of the latest balance sheet included with the Financial Statements indicating periods for which such Tax Returns were filed that are closed under applicable statutes of limitation, and (iv) copies of all United States federal pro forma consolidated income Tax Return information of the Company and the Subsidiaries and all material, state, local, and foreign income or discovered franchise Tax Returns of the Company and the Subsidiaries (including only the relevant portions of Parent's Tax Returns that relate solely to the Company and the Subsidiaries) for all Tax periods ending on or after the date of this Agreement that, if existing, occurring or known at or which is three years prior to the date of this AgreementClosing Date. (e) Prior to September 1, should have been set forth or described in such Section 2.01(a) of 1998, the Seller Disclosure Schedules; provided that the obligation Company shall provide to provide such Buyer a list of Trade Programs all material services provided to the Company or any Subsidiary by Parent or any Affiliate of Parent (other than the Company or any Subsidiary) or pursuant to supplement Contracts between Parent or amend Section 2.01(aany Affiliate of Parent (other than the Company or any Subsidiary) and third parties. If requested by Buyer, Parent shall enter into an amendment to the Separation Agreement to provide, to the extent feasible and not otherwise prohibited by Law, for the continuation for a reasonable period subsequent to the Closing of the Seller Disclosure Schedules shall not be deemed any services included on such list, any such services to be a condition to Closing, nor any failure thereof give rise to any breach of any representation, warranty, covenant or agreement by Seller (or any related claim for indemnification)provided on commercially reasonable terms. 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) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.5.3

Access to Information. From the date hereof Execution Date until the earlier of Closing or termination of this Agreement in accordance with Article VIII Date, upon the request from ETE, ETP will, and subject to compliance with all applicable Antitrust Lawswill cause ETC III, Seller shallETC II and the Company to: (a) afford Buyer give ETE and its Representatives counsel, financial advisors, auditors and other authorized representatives (collectively, “Representatives”) reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assets, premises, Books books and Records, Assigned Contracts records of the Company and other documents and data exclusively related to the Businessbooks and records of ETP, ETC III and ETC II relating to the Company and permit ETE to make copies thereof, in each case (i) during normal business hours and (ii) solely to the extent that ETP either (1) has access to such offices, properties, books and records and has the right, pursuant to the Company LLC Agreement, to provide access to such offices, properties, books and records to such Persons or (2) has the right, pursuant to the Company LLC Agreement, to require the Company to provide such access to such Persons; and (b) furnish Buyer to ETE and its Representatives with such financial, financial operating data and other data information relating to ETC III, ETC II and information exclusively related to the Business Company as Buyer or any of its Representatives such Persons may reasonably request; provided , solely to the extent that any ETP either (i) possesses such access financial and operating data and other information and has the right, pursuant to the Company LLC Agreement, to furnish such financial and operating data and other information to such Persons or (ii) has the right, pursuant to the Company LLC Agreement, to require the Company to furnish such financial and operating data and other information to such Persons. Any investigation pursuant to this Section 5.3 shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere with the conduct of the Business business of ETP, ETC III, ETC II, or any other businesses of Sellerthe Company. 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 Notwithstanding the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 ETE shall not be deemed entitled to be a condition to Closing, nor perform any failure thereof give rise to any breach of any representation, warranty, covenant intrusive or agreement by Seller (subsurface investigation or 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) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets other sampling of, Seller and its businesses (including on or under any of the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to properties of the Closing, Company without the prior written consent of Seller (which may granted Seller’s sole discretion)ETP. Notwithstanding the foregoing provisions of this Section 5.3, Buyer ETP shall not contact any suppliers be required to, or customers ofto cause ETC III, ETC II, or the BusinessCompany to, grant access or furnish information to ETE or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing Contract. To the extent practicable, ETP shall make reasonable and Buyer shall have no right to perform invasive or subsurface investigations appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Leased Real Propertypreceding sentence apply. Buyer shallTo the fullest extent permitted by Law, ETP and shall cause its Representatives to, abide and Affiliates shall (1) not be responsible or liable to ETE for personal injuries sustained by ETE’s Representatives in connection with the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.025.3 and (2) shall be indemnified and held harmless by ETE for any losses suffered by any such Persons in connection with any such personal injuries; provided such personal injuries are not caused by the gross negligence or willful misconduct of ETP. The Regency Parties and their respective counsel, financial advisors, auditors and other authorized representatives shall be deemed to be Representatives of ETP for all purposes of this Section 5.3.

Access to Information. (a) From the date hereof until the earlier Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Seller and the Parent shall, and shall cause each of Closing the Company and the Transferred Subsidiaries and any such Person’s respective Representatives to, (i) afford the Acquiror and the Representatives of the Acquiror reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Seller, the Parent and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business, (ii) furnish to the Representatives of the Acquiror such additional financial data, investment activity reports and other information regarding the Company, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or termination its Representatives may from time to time reasonably request and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the actions contemplated in Section 7.01 of this Agreement in accordance and with Article VIII and subject the Acquiror’s preparation to compliance with all applicable Antitrust Lawsintegrate the Company, Seller shall: (a) afford Buyer and its Representatives reasonable access to the Transferred Subsidiaries and the right to inspect all of Business and their personnel into the Leased Real Property, properties, assets, premises, Books and Records, Assigned Contracts and other documents and data exclusively related Acquiror’s organization following the Closing to the Businessextent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in connection therewith; and (b) furnish Buyer and its Representatives with such financialprovided, operating and other data and information exclusively related to however, that nothing herein shall require either the Business as Buyer Seller, the Parent, the Company or any of its Representatives may reasonably request; provided that the Transferred Subsidiaries, or any such access shall be limited to normal business hours upon reasonable advance notice to SellerPerson’s respective Representatives, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to the Acquiror or afford access to Buyer if such disclosure the Representatives of the Acquiror or access would, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure take any action that would cause a violation 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller the disclosing party or any of its Affiliates is a party. Prior , would cause a risk of loss of legal privilege to the Closingparty disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Seller, the Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without the prior written consent violation of Seller (which may granted Seller’s sole discretion)applicable Law or obligations to customers; provided, Buyer further, that such investigation shall not contact unreasonably interfere with any suppliers to, of the businesses or customers ofoperations of the Seller, the BusinessParent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and Buyer shall have no right to perform invasive or subsurface investigations independent accountants of the Leased Real PropertySeller, the Parent, the Company or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. Buyer The Seller and the Parent shall, and shall cause its Representatives tothe Company and the Transferred Subsidiaries, abide to promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the terms Seller or the Parent, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Confidentiality Agreement Seller, the Parent, the Company and the Transferred Subsidiaries with respect to any access or information to be provided to the Acquiror pursuant to this Section 6.03(a). Any information provided pursuant to this Section 6.026.03(a) shall be subject to the Confidentiality Agreements. The Acquiror shall reimburse the Seller, the Parent and their respective Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Seller and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 6.03(a). The Acquiror shall indemnify and hold harmless the Seller, the Parent, and their respective Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any personally identifiable information relating to Employees, Brokers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions.

Access to Information. From the date hereof Execution Date until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access the date this Agreement is terminated pursuant 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; Section 13.1 and (b) furnish the Closing Date, subject to the limitations in Section 9.1(e), Section 9.2, and Section 14.11, Seller shall grant to Buyer and its Representatives with such financialauthorized representatives reasonable access, operating during normal business hours and other data upon reasonable advance notice, to senior management, the properties and information exclusively related the books and records of the Company to the Business as Buyer extent (and only to the extent) relating to the ownership, operation or any transition of its Representatives may reasonably requestthe Company’s business to Buyer; provided that any (i) such access does not unreasonably interfere with the normal operations of the Company or of Seller, (ii) such access shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and occur in such a manner as not Seller reasonably determines to interfere with be appropriate to protect the conduct confidentiality of the Business or any other businesses of Seller. All transactions contemplated by this Agreement, (iii) all requests by Buyer for access pursuant to this Section 6.02 shall be submitted directed to Jxxxx Xxxxx (at jxxxxx@xxxxxxx.xxx) or directed exclusively to such individual other Person as Seller shall may designate in writing from time to time. In furtherance of time (the foregoing“Bison Contact”), Seller shall(iv) except to the extent set forth in Section 4.2, such access shall not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs entitle Buyer to Buyer; conduct any environmental assessment, including any monitoring, testing or sampling or any Phase I Environmental Site Assessments, and (iiv) supplement nothing herein shall require Seller or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 Company to provide such list of Trade Programs access to, 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to, Buyer or afford access to Buyer any other Person if such access or disclosure (A) would breach any obligations to any Third Party or access wouldobligation of confidentiality binding on Seller, the Company or the Oil & Gas Assets, provided that Seller shall use its commercially reasonable efforts to obtain any applicable waivers of confidentiality restrictions, (B) would cause competitive harm to Seller or the Company if the transactions contemplated by this Agreement are not consummated, (C) would be in Seller’s sole discretion be reasonably likely: violation of applicable Laws or regulations of any Governmental Authority or the provisions of any Contract or policy to which the Company is a party, or (xD) that would result in the disclosure waiver or a potential waiver of information that is competitively sensitive in relation toattorney-client privilege or attorney work product. Buyer acknowledges that, or constitutes trade secrets ofpursuant to its right of access to the personnel, Seller the properties and its businesses the books and records of the Company (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (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 Sellerin connection with Buyer’s sole discretionIndependent Title Review and Buyer’s Independent Environmental Review), Buyer will become privy to confidential and other information of Seller and the Company and that such confidential information shall not contact any suppliers to, or customers of, the Business, be held confidential by Buyer 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 Buyer’s representatives in accordance with the terms of the Confidentiality Agreement. If Closing should occur, the foregoing confidentiality restriction on Buyer, including the Confidentiality Agreement with respect and the confidentiality restriction in Section 4.2, shall terminate (except as to information related to any access assets other than the assets of the Company, including any assets of Seller or any of its Affiliates other than the Company). For the avoidance of doubt, neither the Company nor Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 9.1(d), and none of Buyer, nor any of its Affiliates or their respective direct or indirect equityholders or representatives, may rely on the accuracy of any such information, in each case, other than the express representations and warranties of Seller and the Company set forth in Article 6 and Article 7 hereof, as qualified by the Schedules thereto. The information provided pursuant to this Section 6.029.1(d) will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all of the terms and conditions of the Confidentiality Agreement.

Access to Information. From Following the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust LawsClosing, Seller shall: (a) each Party shall afford Buyer and its Representatives reasonable access 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; other Party and to such other Party’s Representatives (b) furnish Buyer and its Representatives with such financialat reasonable times, 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 during normal business hours upon hours, on reasonable advance prior written notice to Seller, under the supervision of Seller’s personnel and in such a manner so as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: applicable Party’s and its Affiliates’ business operations) (i) deliver a list reasonable access and duplicating rights to all Information within the possession or control of all current Trade Programs to Buyer; such Party and (ii) supplement or amend (by written notice reasonable access to Buyer) Section 2.01(a) the personnel of such Party who have knowledge of the Seller Disclosure Schedules with respect to any matter arising Information or discovered after the date of this Agreement thatBusiness; provided, if existinghowever, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(athat neither Party (nor its Representatives) 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 (or 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) to provide any Information or access (A) that would violate the provisions of any applicable laws or regulations or any agreement to which it is a party or, in the case of Information, the sharing of which would legally require the consent of any third party (including any employee of such Party of any of its Affiliates), (B) that would cause the loss of a claim of privilege (including attorney-client and work product privileges) with respect thereto or (C) that would result in the disclosure of any information that is competitively sensitive in relation to, of such Party or constitutes trade secrets of, Seller any of its Affiliates unrelated to the Business (and such Party shall be permitted to redact any such information from any materials provided to the other Party or its businesses (including the Business); Representatives) or (y) jeopardize to provide any attorney-clientconsolidated, attorney work-product combined, affiliated or other applicable privilege; unitary Tax Return that includes such Party or (z) contravene any Law, fiduciary duty or Contract to which Seller or of its Affiliates is a partyor any Tax-related work papers. Prior Requests may be made under this Section 10.1(a) for financial reporting and accounting matters, preparing financial statements, preparing and filing of any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities law or securities exchange filings, prosecuting, defending or settling any litigation, or insurance claim, performing obligations under this Agreement and the Ancillary Agreements, and all other proper business purposes. With respect to any Information, the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion), Buyer i) 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 shalluse, and shall cause its Representatives tonot to use, abide by such Information for any purpose other than to confirm the terms accuracy of the Confidentiality Agreement each Revenue Statement and (ii) shall, consistent with respect Section 10.1(e), keep all such Information confidential and not disclose such Information to any access or information provided pursuant third party (other than its Representatives, each of whom shall not use such Information for any purpose other than to this Section 6.02confirm the accuracy of each Revenue Statement).

Access to Information. (a) From the date hereof until the earlier Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), Parent shall, and shall cause each of Closing or termination of this Agreement in accordance with Article VIII the Sellers, the Companies and subject to compliance with all applicable Antitrust Lawsthe Transferred Subsidiaries and any such Person’s respective Representatives to, Seller shall: (ai) afford Buyer and its Representatives reasonable access to the Acquiror and the right to inspect all Representatives of the Leased Real PropertyAcquiror timely and reasonable access, during normal business hours, to the offices, properties, assetsbooks, premisesdata, Books files, information, records and Recordsemployees of the Parent, Assigned Contracts the Sellers and their respective Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business, (ii) furnish to the Representatives of the Acquiror such additional financial data, investment activity reports and other documents information regarding the Companies, the Transferred Subsidiaries and data exclusively related the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request, and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the Acquiror’s preparation to integrate the Companies, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the Businessextent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in connection therewith; and (b) furnish Buyer and its Representatives with such financialprovided, operating and other data and information exclusively related to however, that nothing herein shall require the Business as Buyer Parent, any of the Sellers, any of the Companies 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 Sellerthe Transferred Subsidiaries, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoingPerson’s respective Representatives, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to the Acquiror or afford access to Buyer if such disclosure the Representatives of the Acquiror or access would, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure take any action that would cause a violation 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller the disclosing party or any of its Affiliates is a party. Prior , would cause a risk of loss of legal privilege to the Closingparty disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Seller, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without the prior written consent violation of Seller (which may granted Seller’s sole discretion)applicable Law or obligations to customers; provided, Buyer further, that such investigation shall not contact unreasonably interfere with any suppliers to, of the businesses or customers ofoperations of the Parent, the BusinessSellers, the Companies, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and Buyer shall have no right to perform invasive or subsurface investigations independent accountants of the Leased Real PropertyParent, the Sellers, the Companies or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. Buyer The Parent shall, and shall cause its Representatives the Sellers, the Companies and the Transferred Subsidiaries to, abide promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the terms Parent, the Acquiror shall enter into a customary joint defense agreement, in form and substance reasonably acceptable to the Acquiror and the Parent, with any one or more of the Confidentiality Agreement Parent, the Sellers, the Companies and the Transferred Subsidiaries with respect to any access or information to be provided to the Acquiror pursuant to this Section 5.02(a). Any information provided pursuant to this Section 6.025.02(a) shall be subject to the Confidentiality Agreement. The Acquiror shall reimburse the Parent and its Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Parent and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 5.02(a). The Acquiror shall indemnify and hold harmless the Parent, and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any personally identifiable information relating to Employees, Brokers, policyholders or customers of any of the Companies or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions. From the date hereof until the Closing Date, Parent shall, and shall cause each of the Sellers, the Companies and the Transferred Subsidiaries to, deliver to the Acquiror monthly financial reports and quarterly financial statements prepared in the Ordinary Course of Business by or on behalf of the Companies or the Transferred Subsidiaries promptly following the preparation of such reports or financial statements.

Access to Information. From and after the date hereof Original Agreement Date until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VIII its terms, upon reasonable advance notice, and subject to compliance restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company shall provide to Parent and its authorized representatives reasonable access to all books and records of the Group Companies and all officers, directors, employees and other personnel of the Group Companies, in each case, during normal business hours (in a manner so as to not interfere with all applicable the normal business operations of any Group Company). From and after the date immediately following the expiration or termination of the waiting period under the HSR Act (or any other Antitrust LawsLaw), Seller shall: (a) afford Buyer the Company shall permit a limited number of authorized representatives of Parent to attend any and its Representatives reasonable access all meetings of the Company Executive Committee (or any sub-committee thereof) and meetings of the board of directors and any committee thereof (or similar governing body) of each Group Company and to receive all written materials and communications related to such meetings at the same time as (or promptly thereafter) management or the board or committee (or similar governing body) receives such materials or communications, provided that the Group Companies shall be entitled to require that any representative(s) of Parent recuse themselves from any portion of any such meeting, and the right Group Companies shall be entitled to inspect all redact or withhold any such materials or communications, to the extent that the representative(s)’ participation in the portion of such meeting, or the provision of such materials or communications to the representative(s), would be reasonably likely to (x) jeopardize any attorney-client or other legal privilege, (y) contravene any applicable Laws or (z) breach any confidentiality obligations of the Leased Real Property, properties, assets, premises, Books and Records, Assigned Contracts and other documents and data exclusively related to the Business; Group Companies under contracts with third parties and (b) furnish Buyer solely to the extent permitted by applicable Law, Parent and its Representatives with such financial, operating authorized representatives shall be permitted to offer advice and other data and information exclusively related guidance to the Business as Buyer Group Companies on their business operations, which the Group Companies shall consider in their respective sole discretion, provided that, for the avoidance of doubt, in no event shall the Group Companies be obligated to follow or any of its Representatives may reasonably request; provided that implement any such access advice or guidance. All of such information shall be limited treated as confidential information pursuant to 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 with the conduct terms of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Confidentiality Agreement, should have been set forth or described in such Section 2.01(a) the provisions 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 which are by Seller (or any related claim for indemnification)this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, Seller the Company shall not be required to disclose any information or afford access to Buyer Parent (including pursuant to Section 6.1) if such disclosure or access would, in Seller’s sole discretion would be reasonably likely: likely to (x) 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, attorney work-product client or other legal privilege, (y) contravene any applicable privilege; Laws or (z) contravene breach 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 confidentiality obligations of the Leased Real Property. Buyer shallGroup Companies under contracts with third parties; provided, and however, that the Company shall cause its Representatives to, abide by the terms notify Parent in writing with a general description of the Confidentiality Agreement with respect to any access or information provided each item not disclosed pursuant to this Section 6.02clause.

Access to Information. From the date hereof until the earlier --------------------- termination or the consummation of Closing or termination the Offer, the Company will, and will cause its subsidiaries, and each of this Agreement in accordance with Article VIII their respective officers, directors, employees, counsel, advisors, representatives and subject financing sources (collectively, the "Company Representatives"), to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer provide Purchaser and its Representatives officers, employees, ------------------------ counsel, advisors, representatives and financing sources (collectively, the "Purchaser Representatives") reasonable access (subject, however, to existing -------------------------- confidentiality and similar non-disclosure obligations and the right to inspect all preservation of the Leased Real Propertyattorney-client and work product privileges), 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 during normal business hours and upon reasonable advance notice notice, to Seller, under its officers and employees and to its offices and other facilities and to the supervision of Seller’s personnel books and in such a manner as not to interfere with the conduct records of the Business Company and its subsidiaries, 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 the extent available with such other financial and operating data and other information with respect to the business and operations of the Company and its subsidiaries as Purchaser may from time to time reasonably request. 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 any other businesses of Sellerthe Purchaser Representatives. All requests by Buyer for access No investigation pursuant to this Section 6.02 shall be submitted affect any representations or directed exclusively warranties of the parties ------------ herein or the conditions to such individual as Seller shall designate in writing from time to timethe obligations of the parties hereto. In furtherance the event of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date termination of this Agreement thatfor any reason, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 BusinessPurchaser will, and Buyer shall have no right to perform invasive or subsurface investigations of will cause the Leased Real Property. Buyer shall, and shall cause its Purchaser Representatives to, abide return to the Company or destroy all copies of written information furnished by the terms Company or any of the Confidentiality Agreement with respect Company Representatives to Purchaser or the Purchaser Representatives and destroy such portion of all memoranda, notes and other writings prepared by Purchaser or the Purchaser Representatives based upon or including the information furnished by the Company or any access of the Company Representatives to the Purchaser or information provided pursuant the Purchaser Representatives (and Purchaser will certify to this Section 6.02the Company that such destruction has occurred).

Access to Information. From The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the date hereof until period prior to the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject Effective Time to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer all properties, books, contracts, commitments, records and its Representatives reasonable access to auditors of the Company, WW and the right to inspect all of the Leased Real PropertySubsidiaries, 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 all other data and information exclusively related to concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Buyer or any of its Representatives Parent may reasonably request; provided that any photocopying or similar costs of such access shall be limited to normal business hours upon incurred at Parent's expense and that such access will conducted at a reasonable advance notice to Sellertime, under the supervision of Seller’s the Stockholder's, the Company's or WW'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 operation of the 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 business of the foregoingCompany or WW. Parent shall afford Stockholder, Seller shallthe Company and WW, not later than 10 Business Days before and their respective accountants, counsel and other representatives, access during normal business hours during the Closing: (i) deliver a list period prior to the Effective Time to the senior executive management team of all current Trade Programs Parent to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or same extent as such access was provided 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 any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the obligation supervision of Parent's personnel and in such a manner as to provide such list maintain the confidentiality of Trade Programs or this Agreement and the transactions contemplated hereby and not to supplement or amend Section 2.01(a) interfere unreasonably with the normal operation of the Seller Disclosure Schedules business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing 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 (or any related claim for indemnification). Notwithstanding anything received pursuant to the contrary in this AgreementConfidentiality Agreement dated as of May 19, Seller shall not be required to disclose any information or afford access to Buyer if such disclosure or access would2000 and Parent, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of information that is competitively sensitive in relation toMetal Merger Sub, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (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 ofWW Merger Sub, the BusinessStockholder, the Company and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer WW shall, and shall cause its Representatives totheir respective affiliates and representatives, abide by to comply with the terms provisions of the such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any access or information provided investigation pursuant to this Section 6.025.4 shall affect or be deemed to modify any representation or warranty contained herein.

Access to Information. From Subject to the date hereof until the earlier of Closing or termination confidentiality provisions of this Agreement in accordance with Article VIII Section 7.4, during the Interim Period, the Company shall, and subject to compliance with all applicable Antitrust Lawsshall instruct each Company Subsidiary and each of its and their respective Representatives (collectively, Seller shall“Company Representatives”) to: (ai) afford Buyer provide to Parent and its Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) access at reasonable access times during normal business hours, upon reasonable prior notice, (x) to and the right to inspect all of the Leased Real Propertyofficers, employees, 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, premisesliabilities, Books and Records, Assigned Contracts personnel and other documents aspects of the Company and data exclusively related to the Business; and (b) furnish Buyer and its Representatives with such financialCompany Subsidiaries as Parent, operating and other data and information exclusively related to the Business as Buyer Merger Sub or any of its Representatives Parent Representative may reasonably request; provided that any such access shall be limited to normal business hours upon reasonable advance notice to Sellerprovided, under however, until the supervision of Seller’s personnel and in such a manner as not to interfere with Effective Time, the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller Company 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) result in the disclosure of furnish, or provide any access to, any information that is competitively sensitive in relation to any Person not a party to, or constitutes trade secrets ofotherwise covered by, Seller and its businesses (including the Business); NDA or any similar agreement with respect to such information or (y) jeopardize provide access to or furnish any information (I) 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 doing so would unduly disrupt Company operations, violate any applicable Law or Company Contract, or where such access to information would constitute the waiver of an attorney-clientclient privilege 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, attorney work-product however, that such access and information shall be disclosed or other applicable privilege; or (z) contravene any Lawgranted, fiduciary duty or Contract as applicable, to which Seller or its Affiliates is a party. Prior external counsel for Parent to the Closingextent required for the purpose of complying with applicable Laws, 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02including Antitrust Laws.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) Subject to Section 4.5, Seller shall cause its officers, directors, employees, auditors and other agents to afford the officers, directors, employees, auditors, providers of financing, counsel, financial advisors and other agents of Buyer and its Representatives reasonable access during normal business hours to and the right to inspect all of the Leased Real Propertyofficers, directors, employees, agents, properties, assets, premises, Books and Records, Assigned Contracts offices and other documents facilities of the Acquired Companies and data exclusively related to the Business; their books and (b) records, and shall furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related with respect to the Business Acquired Companies, as Buyer Buyer, through its officers, employees, auditors, providers of financing, counsel, financial advisors or any of its Representatives other agents, may reasonably request; provided that any such access . In exercising its rights hereunder, Buyer shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner conduct itself so as not to unreasonably interfere with in the conduct of the Business business of the Acquired Companies prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or any other businesses agents of the Acquired Companies hereunder shall be arranged and supervised by representatives of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual as , unless Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules otherwise expressly consents with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Acquired Companies) shall not be required to disclose any information or afford access to Buyer or any agent or representative thereof any (i) information (A) relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if such disclosure or access woulddoing so, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of information that is competitively sensitive in relation togood faith opinion, could violate any Contract or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract Law to which Seller or any of its Affiliates (including the Acquired Companies) is a party. Prior party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than any of the Acquired Companies) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely 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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Acquired Companies.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement thatuntil the earlier of the Effective Time or the date this Agreement is terminated in accordance with Article 7, if existing, occurring or known at or prior and subject to the date requirements of this Agreementany applicable Law, should have been set forth or described the Company shall, and shall cause each of its Subsidiaries and each of their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Company Representatives”) to, give Parent and Purchaser and their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Parent Representatives”) access, in such Section 2.01(a) a manner reasonably designed to minimize disruption to the operations of the Seller Disclosure Schedules; provided that Company, upon reasonable notice and during the obligation Company’s normal business hours, to provide such list of Trade Programs or the offices and other facilities and to supplement or amend Section 2.01(a) the books and records of the Seller Disclosure Schedules Company and each of its Subsidiaries and shall not be deemed cause the Company Representatives to be a condition furnish or make available to ClosingParent, nor any failure thereof give rise to any breach of any representation, warranty, covenant or agreement by Seller (or any related claim for indemnification). Notwithstanding anything Purchaser and the Parent Representatives such financial and operating data and such other information with respect to the contrary in this Agreementbusiness and operations of the Company and its Subsidiaries as Parent, Seller Purchaser or the Parent Representatives may from time to time reasonably request. The foregoing notwithstanding, the Company shall not be required to disclose any information or afford such access to Buyer if such disclosure the extent that it would unreasonably disrupt the operations of the Company or access wouldany of its Subsidiaries, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure would cause a violation 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract agreement to which Seller the Company or any of its Affiliates Subsidiaries is a party. Prior , would likely result in a loss of privilege or trade secret protection to the ClosingCompany or any of its Subsidiaries or would constitute a violation of any applicable Law. Unless otherwise required by Law, without the prior written consent each of Seller (which may granted Seller’s sole discretion), Buyer shall not contact any suppliers to, or customers of, the Business, Parent and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer Purchaser shall, and shall cause its the Parent Representatives to, abide by hold any such information in confidence in accordance with the terms of the Confidentiality Agreement with respect Agreement. Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated March 24, 2008 (the “Confidentiality Agreement”), between Parent and the Company shall apply to all information furnished to any access Parent Representative by any Company Representative hereunder or information provided pursuant to this Section 6.02thereunder.

Access to Information. From and after the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust LawsLaw, Seller Advisor Parent shall: (a) afford Buyer , and its Representatives reasonable access 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 shall direct each of its Affiliates, Subsidiaries and Representatives may reasonably request; provided that any such access shall be limited to, afford to GNL, RTL and their respective Representatives access, during normal business hours hours, upon reasonable advance prior written notice to Seller, under the supervision of Seller’s personnel and in such a manner as will not to unreasonably interfere with the conduct of the 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 business of the foregoingAdvisor Parties, Seller shallto all properties, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; books and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) records of the Seller Disclosure Schedules Target Companies, and all other information with respect to any matter arising the business of the Target Companies or discovered after the date Business Assets, together with the opportunity to make copies (at GNL’s expense) of such books, records and other documents and to discuss the business of the Target Companies or the Business Assets with such members of management, officers, directors, counsel, accountants and other Representatives for the Advisor Parties as GNL, RTL and their respective Representatives may reasonably request in writing, and the Advisor Parties shall use their commercially reasonable efforts to direct such members of management, officers, directors, counsel, accountants and other Representatives to reasonably cooperate with GNL, RTL and their respective Representatives in connection therewith. Notwithstanding the foregoing provisions of this Agreement thatSection 5.9, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller Advisor Parties 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) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets ofto cause any of their Affiliates or Subsidiaries to, Seller and its businesses grant access or furnish information to GNL, RTL or their respective Representatives to the extent that (including the Business); (yi) such access would jeopardize any attorney-client/client or attorney work product privilege, attorney work-product taking into account whether GNL and/or RTL is willing to enter into a customary joint defense agreement or other applicable privilege; similar arrangement or (zii) contravene any such access or the furnishing of such information is prohibited by applicable Law. In the event the Advisor Parties do not provide access or information pursuant to clauses (i) or (ii) of the preceding sentence, fiduciary duty or Contract Advisor Parent will provide notice to which Seller or GNL and RTL that such information is being withheld, and Advisor Parent will cause such entity to use its Affiliates is a party. Prior commercially reasonable efforts to communicate, 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 ofextent feasible, the Businessapplicable information in a way that will not violate the applicable privilege or applicable Law and, and Buyer shall have no right to perform invasive or subsurface investigations if applicable, seek a waiver of the Leased Real Propertyany applicable third-party restrictions. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or All information provided pursuant to this Section 6.02Agreement shall remain subject in all respects to the letter agreement, dated April 2, 2023, by and among GNL, RTL and Advisor Parent.

Access to Information. From the date Subject to Section 5.4 hereof until and applicable Law, prior to the earlier of Closing or termination of this Agreement in accordance with pursuant to Article VIII and subject to compliance with all applicable Antitrust LawsVII, upon reasonable prior notice, Seller shall: shall cause its officers, managers, directors, employees, auditors and other agents or representatives to afford the officers, managers, directors, employees, auditors and other agents or representatives (acollectively, “Representatives”) afford of Buyer and its Representatives reasonable access during normal business hours to the books and the right to inspect all of the Leased Real Propertyrecords, officers, directors, employees, agents, properties, assets, premises, Books and Records, Assigned Contracts offices and other documents facilities of the Seller Entities and data exclusively related the Transferred Subsidiaries with respect to the Devices & Services Business; , and (b) shall furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related with respect to the Business Devices & Services Business, as Buyer or any of Buyer, through its Representatives Representatives, may reasonably request; provided that any such access . In exercising its rights hereunder, Buyer shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner conduct itself so as not to unreasonably interfere with in or disrupt the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) business of the Seller Disclosure Schedules Entities or any of the Transferred Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and Representatives with officers, employees or agents of Seller or any Affiliate hereunder shall be arranged and supervised by designated Representatives of Seller, unless Seller otherwise expressly consents with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Transferred Subsidiaries) shall not be required to disclose to Buyer or any agent or Representative thereof any information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: doing so (xA) 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 would violate any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract Law to which Seller or any of its Affiliates (including any Transferred Subsidiary) is subject, (B) it believes in good faith could result in a party. Prior loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges) or (C) would result in the public disclosure of any competitively sensitive information of Seller or of any of its Affiliates unrelated to the ClosingDevices & Services Business; provided, without that the prior written consent parties will make appropriate substitute arrangements under circumstances in which the foregoing limitations apply. For the avoidance of doubt, no investigation or receipt of information pursuant to this Section 5.5 (or otherwise) shall affect or be deemed to modify any representation, warranty or covenant of Seller (which may granted Sellerherein or any Person’s sole discretion), Buyer shall not contact any suppliers toright to indemnification, or customers ofany other remedy, 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 terms of the Confidentiality Agreement hereunder with respect to any access or information provided pursuant breaches thereof. Seller shall, promptly upon availability and in any event within fifteen (15) days of the end of each month, make available to this Section 6.02Buyer the monthly internal financial reports and any other management financial reports customarily prepared for management of the Devices & Services Business and a report that sets forth the calculation of Aggregate Cash Earnings as of the end of such month.

Access to Information. From During the date hereof until Interim Period, DLQ Parent, the earlier of Closing or termination of this Agreement in accordance with Article VIII Company, and subject to compliance with all applicable Antitrust LawsParent shall each, Seller shall: use its commercially reasonable efforts to, (a) afford Buyer upon reasonable prior written notice and during regular business hours, continue to give the other party, its legal counsel and its other Representatives reasonable access to the offices, properties 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 to the other party, its legal counsel and its other Representatives with such financialinformation relating to the business of the Company Group and Parent as such Persons may reasonably request and (c) cause its employees, operating legal counsel, accountants and other data and information exclusively related Representatives to reasonably cooperate with the other party in its investigation of the Business as Buyer (in the case of the Company Group) or any the business of its Representatives may reasonably requestParent (in the case of Parent); provided provided, that any such access investigation pursuant to this Section 6.3 shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere unreasonably with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)Company Group. Notwithstanding anything to the contrary expressed or implied in this Agreement, Seller neither party shall not be required to provide the access described above or disclose any information or afford access to Buyer the other party if such disclosure or access woulddoing so is, in Sellersuch party’s sole discretion be reasonable judgement, reasonably likely: likely to (xi) result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (ii) violate any contract to which it is a party or to which it is subject or any applicable Law. Notwithstanding anything herein to the disclosure contrary, no such access or examination shall be permitted to the extent that it would require the Company Group to disclose (a) due diligence questions, lists or investigations conducted by others, names, bids, letters of information that is competitively sensitive in relation tointent, expressions of interest, or constitutes trade secrets ofother proposals received from others in connection with the transactions contemplated hereby or otherwise information and analyses relating to such communications, Seller and its businesses (including the Business); (yb) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior information related to the Closinganalysis of the transactions contemplated hereby by DLQ Parent or any member of the Company Group, without (c) any document or information prohibited to be shared by Law until such time as such documents are not prohibited to be shared, and (d) the prior written consent of Seller (which may granted Seller’s Company and DLQ Parent must approve, in its 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 an officer of the Leased Real PropertyCompany and DLQ Parent must be present and included in any communications with customers or employees of the Company. Buyer shall, and shall cause its Representatives to, Parent agrees to abide by the confidentiality terms of the Confidentiality Agreement with respect to any access or and will treat such information provided pursuant to this Section 6.02as Confidential Information under the Confidentiality Agreement.

Access to Information. From Prior to the date hereof, the Purchaser has conducted due diligence on the Project Company and has had access to or received the properties, books, records and personnel of the Project Company. Between the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 the Project Company to, in response to reasonable requests of the Purchaser and its representatives (including its legal advisors and accountants) therefor, provide additional access, during normal business hours and upon reasonable advance notice, to the properties, books, records and personnel of the Project Company and the Facility and Real Property; provided, that in no event shall the Seller or the Project Company be obligated to provide (i) any access to information that is repetitive or duplicative of access previously provided, (ii) access or information in violation of Applicable Law, (iii) bids, letters of intent, expressions of interest, or other proposals received from others in respect of the Project Company or in connection with the transactions contemplated by this Agreement or otherwise, and information and analyses relating to such communications, or (iv) any information, the disclosure of which would jeopardize any privilege available to the Seller, the Project Company or any of their respective Affiliates relating to such information or would cause the Seller, the Project Company or any of their respective Affiliates to breach a confidentiality obligation to which it is bound. In connection with such access, the Purchaser’s representatives shall cooperate with the Seller’s and the Project Company’s representatives and shall use their reasonable best efforts to minimize any disruption of the business of the Seller and the Project Company. The Purchaser agrees to abide by the terms of the Confidentiality Agreement and any safety rules or rules of conduct reasonably imposed by the Seller, the Project Company or their respective Affiliates or the operator of any such entity, as the case may be, with respect to such access and any access information furnished to them or information provided their representatives pursuant to this Section 6.027.1. Without regard to Section 10.6(b), the Purchaser shall indemnify, defend and hold harmless the Seller, the Project Company, their Affiliates and their respective officers, directors, employees and agents from and against any and all Liabilities asserted against or suffered by them relating to, resulting from, or arising out of, the examinations or inspections made by the Purchaser or its representatives pursuant to this Section 7.1.

Access to Information. From Subject to the date hereof until the earlier of Closing or termination of this Confidentiality Agreement in accordance with Article VIII and subject to compliance with all applicable Law (including Antitrust Laws) relating to the sharing of information, Seller prior to the Closing Date, upon reasonable notice to the Company, the Company shall: (a) , and shall cause its Subsidiaries to, afford Buyer to Parent, upon its reasonable request, through Parent’s officers, employees and its Representatives representatives, reasonable access to the properties (including the Real Property), businesses and the right operations and to inspect all books, records, contracts and other assets of the Leased Real PropertyCompany and its Subsidiaries (including, propertiesfor the avoidance of doubt, assets, premises, Books and Records, Assigned Contracts the Company providing Parent any forward-looking forecasts of cash flows of the Company or its Subsidiaries and other documents and data exclusively related financial forecasts of the Company or its Subsidiaries, in each case, to the extent prepared in the Ordinary Course of Business; and ) (b) furnish Buyer provided that Parent 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 representatives shall have access shall be limited to 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 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 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 other businesses of Seller. All requests by Buyer for access pursuant its Subsidiaries is bound (it being agreed that the parties shall use their commercially reasonable efforts to this Section 6.02 shall cause such information to be submitted or directed exclusively to such individual as Seller shall designate provided in writing from time to time. In furtherance of the foregoing, Seller shall, a manner that would not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described result in such Section 2.01(a) of the Seller Disclosure Schedules; provided that the obligation to provide such list of Trade Programs jeopardy, contravention 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 (or any related claim for indemnificationconflict). Notwithstanding anything to the contrary in this Agreementcontained herein, 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior prior to the Closing, without the prior written consent of Seller a representative of the Company (which may granted Seller’s sole discretionwho shall be identified in writing to Parent as the representative contemplated by this Section 6.1), Buyer (i) Parent shall not contact any suppliers to, or customers or employees of, the Business, Company or any of its Subsidiaries and Buyer (ii) Parent 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 terms properties or facilities of the Confidentiality Agreement with respect to Company or any access or information provided pursuant to this Section 6.02of its Subsidiaries.

Access to Information. From 1ST BANCORP shall permit German American reasonable access, in a manner which will avoid undue disruption or interference with 1ST BANCORP's normal operations, to its, the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust LawsBank's, Seller shall: (a) afford Buyer and its Representatives reasonable access to and the right Subsidiaries' properties and shall disclose and make available to inspect German American all of books, documents, papers and records relating to its, the Leased Real PropertyBank's, and the Subsidiaries' assets, stock ownership, properties, assetsoperations, premisesobligations and liabilities, Books including, but not limited to, all books of account (including general ledgers), tax records, minute books of directors' and Recordsshareholders' meetings, Assigned Contracts organizational documents, material contracts and agreements, loan files, filings with any regulatory authority, accountants' workpapers, litigation files, plans affecting employees, and any 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 business activities or any of its Representatives prospects in which German American may reasonably request; provided that any such access shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and have an interest in such a manner as not to interfere with the conduct light of the Business or any other businesses of Sellertransactions contemplated by this Agreement. 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 During the period from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date Effective Time, 1ST BANCORP will cause one or more of its, the Bank's, or the Subsidiaries' designated representatives to confer on a regular basis with the President of German American, or any other person designated in a written notice given to 1ST BANCORP by German American pursuant to this Agreement, should have been set forth or described in such Section 2.01(a) to report the general status of the Seller Disclosure Schedules; provided ongoing operations of 1ST BANCORP, the Bank, and the Subsidiaries. 1ST BANCORP will promptly notify German American of any material change in the normal course of the operation of its business or properties and of any regulatory complaints, investigations or hearings (or communications indicating that the obligation to provide such list same may be contemplated), or the institution or the threat of Trade Programs litigation involving 1ST BANCORP, the Bank, or to supplement or amend Section 2.01(a) any of the Seller Disclosure Schedules shall not be deemed Subsidiaries, and will keep German American fully informed of such events. German American hereby understands and agrees that all books, documents, papers and records relating to be a condition to Closing1ST BANCORP's, nor any failure thereof give rise to any breach of any representationthe Bank's, warrantyand the Subsidiaries' assets, covenant stock ownership, properties, operations, obligations and liabilities which it obtains, receives, reviews or agreement by Seller (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information or afford has access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.024.08 shall be subject to the Confidentiality Agreement between 1ST BANCORP and German American ("Confidentiality Agreement").

Access to Information. From the date hereof until the earlier of the Closing Date or termination of the date this Agreement terminates in accordance with Article VIII XI, the Company shall, and subject shall cause each of its Subsidiaries to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer give the Buyer, its counsel, financial advisors, auditors and its Representatives other representatives, at the sole expense of the Buyer, reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assets, premises, Books books and Records, Assigned Contracts records of the Company and other documents and data exclusively related to the Businessits Subsidiaries; and (b) furnish Buyer and to the Buyer, its Representatives with such financialcounsel, operating financial advisors, auditors and other data and representatives such information exclusively related relating to the Business as Buyer Company or any of its Representatives Subsidiaries as may be reasonably requestrequested, including such information as is necessary for the Buyer to comply with GAAP in respect of the Purchased Interests (including information necessary to determine the value of any intangibles of the Company); and (c) instruct the employees, counsel, accountants and other advisors of the Company or any of its Subsidiaries to cooperate with the Buyer in its investigation of the Company and any of its Subsidiaries provided that any such access and review shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel granted and conducted in such a manner as not to interfere unreasonably with the conduct of the 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 business of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)Company. Notwithstanding anything to the contrary in this Agreement, Seller neither the Sellers nor the Company shall not be required to disclose any information to the Buyer or afford access its counsel, advisors or representatives if doing so would in the written opinion of outside counsel to the Sellers delivered to the Buyer if such disclosure (i) violate any agreement or access wouldLaw to which the Sellers the Company or its Subsidiaries is a party or to which Sellers, in Seller’s sole discretion be reasonably likely: the Company or its Subsidiaries is subject or (xii) result in the disclosure waiver of information that is competitively sensitive in relation to, any legal privilege or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-work product or other applicable privilege; or (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 protection of the Leased Real PropertySellers or any of their Affiliates. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or Any information provided pursuant to this Section 6.027.3 shall be subject to the terms of the Confidentiality Agreement, dated September 19, 2011, between the Company and Buyer (the “Confidentiality Agreement”). The Confidentiality Agreement shall terminate automatically, without any action by any party, upon the Closing.

Access to Information. From (a) Prior to the date hereof until Closing Date and subject to applicable Laws and Section 8.05, Purchaser shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the earlier properties, businesses and operations of Closing the Company and such examination of the books and records of the Company, as it reasonably requests upon reasonable advance written notice in connection with Purchaser’s efforts to consummate the Transactions. 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. The Company shall cause its and its Subsidiaries’ respective officers, employees, consultants, agents, accountants, attorneys and other Representatives to cooperate with Purchaser and Purchaser’s Representatives in connection with such access and examination, and the Company and its Representatives, as the case may be, shall cooperate with Purchaser and its Representatives, as the case may be, and shall use their reasonable best efforts to minimize any disruption to the Business. Any disclosure during such investigation by the Company or termination its Representatives shall not constitute any enlargement or additional representation or warranty of any Seller-Side Party beyond those specifically set forth in Article IV, Article V or Article VI, as applicable. 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 in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all Transactions, (ii) would unreasonably disrupt the operations of any Seller, 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 Company or any of its Representatives may reasonably request; provided that their respective Subsidiaries, or (iii) would require any such access shall be limited to 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 with the conduct of the Business Company or any other businesses of Seller. All requests by Buyer for access pursuant their respective Subsidiaries to this Section 6.02 shall be submitted or directed exclusively disclose information that, in the reasonable judgment and good faith of counsel to such individual as Seller shall designate in writing from time or the Company, is subject to time. In furtherance of attorney-client privilege or may conflict with any applicable Law or confidentiality obligations to which such Seller or the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (Company or 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) result in the disclosure of information that their respective Subsidiaries is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02bound.

Access to Information. From Subject to the date hereof until the earlier of Closing or termination of terms set forth in Section 5.4 and this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust LawsSection 5.5, Seller shall: (a) shall cause the Company to afford Buyer Purchaser and its Representatives reasonable access access, during normal business hours and upon reasonable notice, to the properties, offices and the right to inspect all other facilities of the Leased Real PropertyCompany and to its books and records, properties, assets, premises, Books and Records, Assigned Contracts and other documents and data exclusively related to the Business; and (b) shall furnish Buyer and its Representatives Purchaser with such available financial, operating and other data and information exclusively related with respect to the Business business and properties of the Company as Buyer or any Purchaser may reasonably request. In exercising its rights hereunder, Purchaser shall (and shall cause each 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 supervision of Seller’s personnel and in such a manner to) conduct itself so as not to interfere with in the conduct of the Business business of the Company prior to Closing. Purchaser acknowledges and agrees that any contact by Purchaser and its Representatives with officers, employees, customers or agents of the Company hereunder shall be arranged and supervised by representatives of Seller or any designee thereof, and that unless Seller otherwise provides its prior written consent, Purchaser shall not, and shall cause its Representatives not to, contact or discuss with any officer, employee, customer or agent or other business relation of the Company any matters pertaining to the Company, any of its businesses or operations or the transactions contemplated by this Agreement 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)Transaction Document. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company) shall not be required to disclose to Purchaser or any agent or Representative thereof any information (a) relating to any sale or afford access to Buyer if such disclosure divestiture process conducted by Seller for the Company or access would, in the Business or Seller’s sole discretion be reasonably likely: (xor its Representatives’) result evaluation of the Company or the Business in connection therewith, including projections, financial information or other information relating thereto, or (b) if doing so could in the disclosure reasonable judgment of information that is competitively sensitive in relation to, Seller violate any Contract or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract Law to which Seller or any of its Affiliates (including the Company) is a partyparty or to which it is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work-product privileges), it being understood and agreed that Seller may elect to limit, or cause the Company to limit, disclosure of any information to certain Persons designated as a “clean team” by Purchaser (which Persons must be reasonably acceptable to Seller). Prior In addition, notwithstanding anything contained in this Agreement to the Closingcontrary, without the prior written consent of Seller (which may granted Seller’s sole discretion), Buyer shall not contact any suppliers to, none of Purchaser or customers of, the Business, and Buyer its Representatives shall have no any right to perform invasive or subsurface investigations of conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. (a) From the date hereof until to the earlier of Closing or termination of this Agreement in accordance with Article VIII and Closing, subject to compliance with all the Confidentiality Agreement and any applicable Antitrust LawsLaw, Seller shall: (a) afford Buyer Sellers shall permit Purchasers and its their Representatives to have reasonable access access, during regular business hours and upon reasonable advance notice, to and the right to inspect all of the Leased Real Property, Target Companies’ properties, assets, premises, Books facilities, in each case as accompanied by personnel designated by the Sellers, who may restrict access as Sellers reasonably deem appropriate, employees and Recordsbooks and records to the extent related to the transactions contemplated by this Agreement and solely in furtherance of the transactions contemplated by this Agreement, Assigned Contracts but only to the extent that such access does not unreasonably interfere with the businesses, operations and other documents and data exclusively properties of Sellers or the Target Companies and, in any case, only to the extent related to the Business; provided that the foregoing shall be conducted at Purchasers’ expense and shall not require (b1) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to the Business as Buyer Sellers or any of its Representatives may reasonably request; provided that any such access shall be limited their Affiliates to 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 with the conduct of the Business (v) permit Purchasers’ or any of their respective Representatives to sample or analyze any soil or groundwater or 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 foregoingenvironmental media, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the Closingbuilding material, without the prior written consent of Seller Sellers, such consent to not be unreasonably withheld, (which may granted Seller’s sole discretion), Buyer shall not contact w) permit any suppliers toinspection, or customers ofto disclose any information, that would result in the disclosure of any competitively sensitive information of Sellers or of any of their Affiliates that is unrelated to the Business, and Buyer shall have no right (x) violate any obligations of Sellers or their Affiliates to perform invasive or subsurface investigations of the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement any third party with respect to confidentiality, (y) violate any access privacy or other Laws applicable to Sellers or any of their Affiliates or (z) disclose consolidated Tax Returns or any Tax Returns or Tax-related work papers not solely or primarily related to the Target Companies and the Business, (2) any disclosure by Sellers or any of their Affiliates that Sellers believe in good faith would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges) (provided that the parties shall cooperate in seeking to find a way to allow disclosure of such books or records to the extent doing so would not in the good faith belief of Sellers, based on the written advice of counsel, reasonably be expected to cause such privilege to be undermined with respect to such information), (3) the auditors and accountants of any of Sellers or their Affiliates (including the Target Companies and their businesses) to make any work papers available to any Person unless and until such Person has provided customary confidentiality, hold harmless or other agreements reasonably and customarily requested by such auditors or accountants, or (4) information provided pursuant relating to this Section 6.02any Sale Process conducted by Sellers or their respective Affiliates, including projections or other financial or other information relating thereto.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access 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 supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after From the date of this Agreement thatuntil the Closing Date, if existingupon reasonable prior notice, occurring and except as reasonably determined by Seller in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable attorney-client privilege and contractual confidentiality obligations (provided, that to the extent Seller reasonably determines that access or known the furnishing of information should be limited in accordance with the foregoing exception, Seller shall provide Purchaser with a reasonably detailed description of information withheld and the Parties shall work in good faith to develop substitute disclosure arrangements that would permit the access and furnishing of information contemplated by this sentence), Seller shall, and shall cause its controlled Affiliates and Representatives to (i) afford to Purchaser, its Affiliates and their respective Representatives reasonable access, during normal business hours, to the properties, personnel and the books and records of Seller and its Affiliates with respect to the PP&S Business (including the Purchased Entities, the Purchased Assets and the Assumed Liabilities) at the sole risk of Purchaser (and provided that Purchaser shall indemnify Seller for any damage caused directly by such access by Purchaser or its Representatives), and (ii) furnish to Purchaser, its Affiliates and their respective Representatives such additional financial and operating data and other information of the Seller Group regarding the PP&S Business, the Purchased Entities, the Purchased Assets or the Assumed Liabilities as Purchaser may from time to time reasonably request, in each case, for the purpose of consummating the transaction contemplated by this Agreement (other than the Debt Financing) or preparing for the operations of or financial reporting with respect to the PP&S Business from and after the Closing; provided, however, that (A) in no event shall Seller be obligated to provide any bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to those contemplated by this Agreement or any information or analysis relating to any such communications, (B) prior to the date Closing, Purchaser shall not undertake, or permit or cause any Person to undertake, the taking of this Agreementsoil, should have been set forth groundwater, surface water, soil gas, air or described in building material samples or other invasive testing on any Business Real Property, and (C) such Section 2.01(a) investigation shall not unreasonably interfere with any of the businesses or operations 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 (or 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a partyGroup. Prior to the Closing, without obtaining the prior written consent of Seller (which may granted Seller’s sole discretionnot to be unreasonably be withheld or conditioned), Buyer Purchaser 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 shallnot, and shall cause its Representatives not to, abide by the terms contact or engage in any discussions or otherwise communicate with, any customers or suppliers of Seller or any of its Affiliates, or others with whom Seller or any of its Affiliates has commercial dealings, regarding any of the Confidentiality Agreement transactions contemplated herein. Purchaser acknowledges and agrees that any contact by Purchaser or its Representatives with respect to Representatives or customers of Seller or any access or information provided pursuant to this Section 6.02of its Affiliates hereunder shall be arranged and supervised by Seller.

Access to Information. From the date hereof until Signing Date to the earlier Closing (or during the Deferred Period in the case of Closing or termination information and access related to the Dubai Business), Seller shall cause each Business Group Member to afford to Purchaser and its accountants, counsel and other representatives and Lenders reasonable access, upon reasonable notice during normal business hours, to all the personnel, auditors, properties, books, Contracts, Tax Returns and records of each Business Group Member and the Business (subject to customary access letters) and, during such period, shall furnish to Purchaser any information concerning any Business Group Member and the Business as Purchaser may reasonably request (other than any of the foregoing to the extent related to the negotiation and execution of this Agreement in accordance with Article VIII and subject or any proposals from other parties relating to compliance with all applicable Antitrust Lawsany competing or alternative transactions); provided, Seller shall: (a) afford Buyer however, that Purchaser and its Representatives reasonable access to and the right to inspect all of the Leased Real Propertyaccountants, properties, assets, premises, Books and Records, Assigned Contracts counsel and other documents representatives 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 Lenders shall conduct any such access shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and permitted activities in such a manner as not to interfere unreasonably with the conduct business or operations of any Business Group Member; provided further, however, that (i) no Business Group Member shall be required to provide such access if Seller determines, in its reasonable judgment, that doing so could (A) violate applicable Law, an applicable Judgment or a Material Contract or (B) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege (it being understood that Seller and the Business Group Members shall use commercially reasonable efforts to provide such access in a manner that does not violate any such Law, Judgment or Contract or jeopardize any such privilege or protection) and (ii) such access shall not include any Phase II environmental investigations or any other businesses environmental testing or sampling of, at or under any Owned Real Property or Leased Real Property by or on behalf of SellerPurchaser, its accountants, counsel or its other representatives or Lenders. All requests by Buyer for access information made pursuant to this Section 6.02 5.02 shall be submitted directed to the executive officer or directed exclusively to such individual as Seller shall designate other Person designated by Seller. Nothing in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement this Section 5.02 or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of elsewhere in this Agreement thatshall be construed to require Seller or any of its Representatives to prepare any reports, if existinganalyses, occurring appraisals or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of the opinions that are not readily available (it being understood that 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 required to be prepare any financial projections, forecasts or any other prospective or pro forma financial information). No review or investigation by Purchaser or its representatives pursuant to this Section 5.02 or otherwise shall operate as a condition to Closing, nor any failure thereof give rise to any breach of any representation, warranty, covenant waiver or agreement otherwise affect the representations and warranties made by Seller (pursuant to this Agreement or any related claim the remedies of Purchaser for indemnification)breaches of those representations and warranties. Notwithstanding For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, Seller Xxxxxxxxx agrees that it shall not be required have any right to disclose any information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) result Personal Information in the disclosure possession of information Seller or any Subsidiary of Seller that is competitively sensitive in relation todoes not relate to the business, operations, assets, properties or constitutes trade secrets of, Seller and its businesses (including liabilities of the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From Between the date hereof until of this Agreement and the Closing (or the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust LawsIX), upon reasonable notice, the Seller shallshall cause the Scout Group to: (a) afford Buyer the Purchaser and its Representatives officers, employees, agents and representatives reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assetsemployees, premisessoftware, Books systems and Recordsbooks and records of the Scout Group and the Business, Assigned Contracts and, upon the reasonable request of the Purchaser, request its third party vendors, auditors and other documents advisors to reasonably cooperate with the Purchaser and data exclusively related its representatives, including in connection with the Purchaser’s efforts to plan for the Businesstransition of computer equipment, systems, furniture and similar matters as of the Closing; and (b) furnish Buyer to the officers, employees, agents and its Representatives with representatives of the Purchaser such additional financial, operating and other client data and other Contracts, documents and information exclusively related regarding the Scout Group and the Business (or copies thereof) as the Purchaser may from time to time reasonably request; and (c) in addition to the items set forth in Section 5.19, furnish to the Purchaser such regularly prepared financial and operating data and other information relating to the Scout Group and the Business as Buyer or any of its Representatives the Purchaser may from time to time reasonably request; provided that provided, however, that, any such access or furnishing of information shall be limited to 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 with the conduct normal operations of the Business Scout Group or the Business. Notwithstanding the foregoing or any other businesses contrary provision contained in this Agreement, between the date of Seller. All requests by Buyer for access pursuant to this Section 6.02 Agreement and the Closing (or the earlier termination of this Agreement in accordance with Article IX): (i) neither the Seller nor any Scout Group Member shall be submitted required to provide access to or directed exclusively to disclose information where such individual as Seller shall designate in writing from time to time. In furtherance access or disclosure would violate or prejudice the rights of any Scout Group Member’s Clients, jeopardize the attorney-client privilege of the foregoingSeller, any Scout Group Member, or any of their respective Affiliates, or contravene any Applicable Law or binding Contract (provided that upon the reasonable request of the Purchaser, the Seller shall, not later than 10 Business Days before and shall cause its Affiliates to, use commercially reasonable efforts to remove any impediments to such information being furnished or made available to the Closing: (i) deliver Purchaser without so violating or jeopardizing any rights, jeopardizing any privilege, or contravening applicable Law or any such Contract, including by entering into a list of all current Trade Programs to Buyermutually acceptable and customary joint defense or common interest agreement with the Purchaser); and (ii) supplement the Purchaser shall not, directly or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules indirectly, contact and/or communicate with respect to any matter arising or discovered after the date of this Agreement thatClients, if existing, occurring or known at or 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 vendors and/or lessors of any representation, warranty, covenant or agreement by Seller (or 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the Closing, Scout Group Member without the prior written consent of the Seller, and, in the event that the Purchaser desires to contact and/or communicate with any Clients, vendors and/or lessors of any Scout Group Member, then: (A) the Purchaser shall notify the Seller of such desire; and (which may granted Seller’s sole discretion)B) subject to applicable Law, Buyer shall not contact any suppliers to, or customers ofconfidentiality obligations and fiduciary duties, the BusinessSeller shall use its commercially reasonable efforts to facilitate and effect such contact and/or communications as soon as reasonably practicable thereafter, and Buyer the Seller and each Scout Group Member shall have no the right to perform invasive or subsurface investigations of the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to participate in any access or information provided pursuant to this Section 6.02such contact and/or communications.

Access to Information. From (a) During the date hereof until the earlier of Pre-Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust LawsPeriod, Seller shall: (a) afford , and shall cause the Acquired Companies to, provide Buyer and its Representatives with reasonable access to and the right to inspect (i) all of the Leased Real Property, Business’ properties, assets, premisesbooks, Books records, data and Records, Assigned Contracts information; (ii) all senior management and other documents and data exclusively related to key employees of the Business; and (biii) furnish Buyer and its Representatives with such financial, operating and any other data and information exclusively related to the extent concerning or relating to the Acquired Companies, the Business or the Pre-Closing Restructuring as Buyer or any of its Representatives may reasonably request; provided that any such request in connection with this Agreement and the consummation of the transactions contemplated hereby. All access and investigation pursuant to this Section 5.2(a) shall be limited to (A) conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and (B) conducted in such a manner as not to unreasonably interfere in any material respect with the conduct normal operations of the Business Acquired Companies, (C) coordinated through Xxxxx Xxxxxxx or a designee thereof, and (D) conducted with Buyer bearing Seller’s reasonable and documented out-of-pocket costs and expenses incurred in connection therewith, and Seller shall have the right to have one or more of its Representatives present at all times during any other businesses of Seller. All requests visits, examinations, discussions or contacts contemplated 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification5.2(a). Notwithstanding anything to the contrary in this Agreementcontained herein, during the Pre-Closing Period, neither Seller nor the Acquired Companies shall not be required to provide access or disclose any information where such access or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: upon the advice of counsel, (x1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of Seller or the Acquired Companies, (2) conflict with any Law or Order (including any COVID-19 Measures) applicable to Seller or the Acquired Companies or (3) result in the disclosure of information that is competitively sensitive information; provided, however, that, in relation such instances, Seller shall inform Buyer of the general nature of the information being withheld and, upon Buyer’s request and with Buyer bearing Seller’s reasonable and documented out-of-pocket costs and expenses incurred in connection therewith, reasonably cooperate with Buyer to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (1), (2) or (3). Notwithstanding any of the foregoing, the Acquired Companies may limit the access provided for in this Section 5.2(a) to the extent such access, as reasonably determined by the Acquired Companies in light of the COVID-19 Pandemic or any COVID-19 Measures, would jeopardize the health and safety of any of the employees or other representatives of the Acquired Companies; provided, that if such access is limited, Seller shall, and shall cause the Acquired Companies to, use commercially reasonable efforts to provide such access in an alternative manner, including via virtual or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a partyelectronic means. Prior Notwithstanding anything to the Closingcontrary contained herein, during the Pre-Closing Period, without the prior written consent of Seller (which consent may granted Seller’s sole discretionbe 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 Leased Real Property. Buyer shallnot, and shall cause its Affiliates and its Representatives not to, abide by the terms contact any vendor, supplier or customer of the Confidentiality Acquired Companies regarding the business, operations, or prospects of the Acquired Companies or this Agreement with respect to any access or information provided pursuant to this Section 6.02the transactions contemplated hereby.

Access to Information. From At all times prior to the date hereof until Closing, the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) Company shall afford Buyer Purchaser and its Representatives reasonable access to and the right to inspect all of the Leased Real Propertyaccess, 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 during normal business hours upon reasonable advance notice notice, to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct (a) all of the assets, properties, 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 Books and Records and Contracts of the foregoingCompany and its Subsidiaries, Seller shallincluding all such tangible records or representations of any Company Intellectual Property, not later than 10 Business Days before the Closing: provided, however, that (i) deliver a list such access will not unreasonably disrupt the Company of all current Trade Programs to Buyerthe its Subsidiaries’ operations; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller shall Company and its Subsidiaries will not be required to disclose any information that would jeopardize attorney-client privilege, contravene any applicable Law or afford violate Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. any agreement binding on any such entity as of the date of this Agreement (so long as the Company has reasonably cooperated with Purchaser to permit such access of or to Buyer if disclose such disclosure or access would, in Seller’s sole discretion be reasonably likelyinformation on a basis that does not: (xA) result in the disclosure of information that is competitively sensitive in relation towaive such privilege, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (zB) contravene any Lawapplicable Law or (C) violate any agreement binding on any such entity with respect thereto); and (iii) such access will not include the sampling of the indoor or outdoor air and vapor, fiduciary duty soil, surface water or Contract to which Seller or its Affiliates is a party. Prior to the Closing, groundwater without the Company’s prior written consent consent, (b) all other information concerning the business, assets, properties and personnel (subject to restrictions imposed by applicable Law) of Seller (which the Company and its Subsidiaries as Purchaser may granted Seller’s sole discretion), Buyer shall not contact any suppliers to, or customers of, the Businessreasonably request, and Buyer shall have no right to perform invasive or subsurface investigations (c) all employees of the Leased Real PropertyCompany and its Subsidiaries as identified by Purchaser. Buyer shallThe Company agrees to provide to Purchaser and its accountants, counsel and shall cause its other Representatives to, abide by the terms copies of the Confidentiality Agreement with respect to internal financial statements (including Tax Returns and supporting documentation) promptly upon request. No information or knowledge obtained in any access or information provided investigation conducted pursuant to this Section 6.026.16 (Access to Information) or otherwise shall affect or be deemed to qualify, limit, modify, amend or supplement any representation or warranty contained herein or in the Disclosure Schedules, the conditions to the obligations of the parties to consummate the Transactions in accordance with the terms and provisions of this Agreement, or the rights of Purchaser or any Indemnified Party under or arising out of a breach of this Agreement.

Access to Information. From the date hereof until the earlier of Closing Effective Time (or termination of this Agreement in accordance with Article VIII Agreement), the Company shall give Parent, its counsel, financial advisors, auditors and subject other authorized Representatives full access at reasonable times to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assetspermits, premisesfiles, Books books and Recordsrecords of the Company and its Subsidiaries, Assigned Contracts will furnish to Parent, its counsel, financial advisors, auditors and other documents authorized Representatives such financial and operating data exclusively related and other information as such Persons may reasonably request and will instruct the Company's employees, counsel and financial advisors to cooperate with Parent in its investigation of the Business; and (b) furnish Buyer operations, business and/or properties of the Company and its Representatives Subsidiaries, including in connection with such financial, operating any environmental assessment or assessments (which may include visual and other data physical inspections and information exclusively related testing); provided that no investigation pursuant to this Section shall affect any representation or warranty given by the Business as Buyer Company to Parent hereunder and nothing herein shall require the Company or any of its Representatives may reasonably request; provided Subsidiaries to disclose any information that any such access shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision would cause a violation of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business law or any other businesses confidentiality agreement in effect as 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement. All nonpublic information provided to, should have been set forth or described obtained by, Parent in such Section 2.01(a) connection with the transactions contemplated hereby shall be "Confidential Information" for purposes of the Seller Disclosure Schedulesconfidentiality agreement previously executed by or on behalf of Parent and the Company (the "Confidentiality Agreement"); provided provided, however, 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 (or any related claim for indemnification). Notwithstanding notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, Seller nothing shall not be required to disclose any information prohibit Parent or afford access to Buyer if such disclosure Merger Subsidiary from including, after prior consultation with the Company or access wouldits Representatives, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of Schedule TO, the Offer to Purchase, the other Offer Documents or the Proxy Statement any information that is competitively sensitive required by law to be disclosed therein in relation toconnection with the purchase of Shares or the solicitation of proxies in connection with the Offer and the Merger, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02respectively.

Access to Information. From (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier Closing Date, upon reasonable notice, Stations shall (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to Stations’ key employees (including the general manager, sales managers, business manager and chief engineer (or person holding a similar position) of Closing or termination the Stations), and the offices, properties, books and records of this Agreement the Stations, including access to conduct a Phase I Environmental Site Assessment (“Phase I Review”) of the Owned Real Property in accordance with Article VIII and subject this Section 5.02(a); (ii) as promptly as practicable after the end of each month after the date of this Agreement, furnish to compliance with all applicable Antitrust Laws, Seller shall: Buyer (aA) afford Buyer and its Representatives reasonable access to a monthly combined balance sheet of the Stations (without any allocations or adjustments reflected on the balance sheets included in the Business Financial Statements) and the right to inspect all related combined statement of the Leased Real Property, properties, assets, premises, Books and Records, Assigned Contracts and other documents and data exclusively related to the Business; operations and (bB) furnish monthly profit and loss statements for the Stations and (iii) instruct its key employees, counsel and financial advisors of Seller to cooperate with Buyer in its activities and its Representatives with such financialaccess pursuant to this Section 5.02(a); provided, operating and other data and information exclusively related however, that Buyer’s access pursuant to the Business as Buyer or any of its Representatives may reasonably request; provided that any such access clause (i) shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of with Seller’s personnel prior written consent, which consent shall not be unreasonably withheld or delayed. Buyer’s activities and access pursuant to this Section 5.02(a) shall be conducted in such a manner as not to unreasonably interfere with the conduct of the Business Stations 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 foregoing, businesses or operations of Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification)of its Affiliates. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required obligated to disclose any provide such access or information or afford access to Buyer if such disclosure or access wouldSeller determines, in Seller’s sole discretion be reasonably likely: (x) result in its reasonable judgment, that doing so would violate applicable Law, jeopardize the disclosure protection of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any an attorney-client, attorney work-product client privilege or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which expose Seller or its Seller Affiliates is a partyto liability for disclosure of personal information. Prior to Until 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 information provided will be subject to perform invasive or subsurface investigations of the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect and, without limiting the generality of the foregoing, Buyer shall not, and shall cause its representatives not to, use such information for any purpose unrelated to any access or information provided pursuant to this Section 6.02the consummation of the transactions contemplated hereby.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) Subject to applicable Law, during the Interim Period, upon reasonable advance written notice, U.S. Seller shall, and shall cause the Group Companies to, afford Buyer to Purchaser and its Representatives reasonable access to and during normal business hours in a manner that does not unreasonably interfere with the right to inspect all operation of the Leased Real PropertyBusiness, propertiesunder the supervision of U.S. Seller’s or the Group Companies’ personnel, at Purchaser’s expense, and in accordance with the reasonable procedures established by U.S. Seller (including the requirement that any third party for whom access is requested to enter into customary access letters), to the information, assets, premises, Books properties, books (including pro forma Tax Returns of the Group Companies and Recordsrelated work papers), Assigned Contracts Contracts, records 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 personnel of the Business as Buyer and the Group Companies for purposes of integration planning facilitating the consummation of the Transaction and the other transactions contemplated hereby; provided, that no Seller nor any Group Company shall be required to permit Purchaser or any of its Representatives may reasonably requestto, and neither Purchaser nor any of its Representatives shall, (x) perform or conduct any Phase II Environmental Site Assessment or conduct any testing or sampling of soil, sediment, surface water, groundwater or other environmental media or any building material at, on, under or within any facility of the Business, the Owned Real Property, the Leased Real Property or included in the Transferred Assets or any other property of U.S. Seller, any Group Company or any of their respective Affiliates or (y) access any real property to perform any title or survey work, in each case without the written consent of U.S. Seller; provided provided, further, that none of U.S. Seller or any of its Affiliates shall be required to make unreimbursed material expenditures to provide any such access access. During the Interim Period, U.S. Seller and Purchaser shall be limited to normal business hours upon reasonable advance notice to Seller, under establish and maintain a steering committee (the supervision “Steering Committee”) of Seller’s personnel and in such a manner as not to interfere with the conduct certain employees of the Business or any other businesses of Seller. All requests reasonably mutually agreed by Buyer for access pursuant U.S. Seller and Purchaser 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules subject matter experts with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) key areas 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 (or 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) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses Business (including the BusinessSEED Program and the IT Migration); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford From the Original APA Date until the Closing Date, Seller will, and will cause its Affiliates to, to the extent permitted by Applicable Law (i) give Buyer, its counsel, financial advisors, Financing Sources, auditors and other authorized representatives (it being understood that each of the foregoing shall be treated as a “Representative” of Buyer and its Representatives under the Confidentiality Agreement) reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assets, premises, Books books and Records, Assigned Contracts and other documents and data exclusively related to the Business; and (b) furnish Buyer records of Seller and its Representatives with such financial, operating and other data and information exclusively related Affiliates relating to the Business or the JVs, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business or the JVs as Buyer or any of its Representatives such Persons may reasonably request; provided that any such access request and (iii) instruct the employees, counsel and financial advisors of Seller, its Affiliates and the Business to reasonably cooperate with Buyer in its investigation of the Business and the JVs. Any investigation pursuant to this Section shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to unreasonably interfere with the conduct of the Business or any other businesses business of Seller, its Affiliates, the JVs and the Business. 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 Notwithstanding the foregoing, Seller shall, not later than 10 Business Days before the Closing: Buyer (iA) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information or afford have access to Buyer if such disclosure (1) personnel records of Seller, its Affiliates or access would, in Seller’s sole discretion be reasonably likely: (x) result in the Business the disclosure of information that which is competitively sensitive in relation to, restricted by Applicable Law or constitutes trade secrets of, (2) would cause Seller or any of its Affiliates to breach a confidentiality obligation and its businesses (including the Business); (yB) jeopardize may not under any attorney-client, attorney work-product circumstances conduct or cause to be conducted any sampling or other applicable privilege; invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or (z) contravene other environmental media at any Lawproperty related to Seller, fiduciary duty its Affiliates, the JVs 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, including the Purchased Assets 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 terms bear all of the Confidentiality Agreement out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits of Seller and its employees) reasonably incurred in connection with respect to any access or information provided pursuant to this Section 6.02the foregoing.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) The PHH Parties will use reasonable best efforts to cause their Representatives to afford Representatives of Buyer and its Representatives reasonable access during normal business hours to and the right to inspect all of the Leased Real Propertyofficers, directors, employees, agents, properties, assets, premises, Books and Records, Assigned Contracts offices and other documents facilities of the PHH Parties and data exclusively related their Subsidiaries, and their books and records, in each case solely with respect to the Business; Business or the Purchased Assets, and (b) will furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related relating to the Business or the Purchased Assets as Buyer or any of its Representatives may reasonably request; provided provided, that any such access shall will solely relate to the Business and will only be limited to normal business hours granted upon reasonable advance notice to Sellerthe written request of Buyer submitted reasonably in advance, under the supervision of Seller’s personnel will not unreasonably disrupt personnel, operations, events and in such a manner as not to interfere with the conduct properties of the Business PHH Parties or any other businesses of Sellertheir Subsidiaries, and will be at Buyer’s expense. 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 Without limiting the generality of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs PHH Parties shall furnish to Buyer; , at the PHH Parties’ expense, audited financial statements for Sellers as of and for the year ended December 31, 2016 (iithe “2016 Financial Statements”) supplement as soon as such audited financial statements are available to the PHH Parties, and in any event by April 15, 2017. Buyer acknowledges and agrees that any contact or amend (communication by written notice to Buyer) Section 2.01(a) Buyer and its Affiliates and Representatives with officers, employees or agents of the Seller Disclosure Schedules PHH Parties and their Subsidiaries hereunder will be arranged and supervised by Representatives of the PHH Parties, unless the PHH Parties otherwise expressly consent with respect to any matter arising specific contact and the Parties shall work together to develop internal and/or external joint communications plans with respect to contact or discovered after the date of this Agreement thatcommunication with such officers, if existing, occurring employees or known at or 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 (or any related claim for indemnification)agents. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall not no PHH Party nor any of its Affiliates will 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: any of its Affiliates or Representatives any (xi) result in the disclosure of information that is competitively sensitive in relation to, (A) relating to any sale or constitutes trade secrets of, Seller and divestiture process conducted by PHH or its businesses Affiliates (including with respect to Sellers or the Business); ) or PHH’s or its Affiliates’ (yor their Representatives’) jeopardize any attorney-clientevaluation of the PHH Parties or the Business in connection therewith, attorney work-product including projections, financial or other applicable privilege; information relating thereto, (B) if doing so could violate any Contract or (z) contravene any Law, fiduciary duty or Contract Law to which Seller PHH or any of its Affiliates is a partyparty or is subject or which it believes in good faith would result in a loss of the ability to successfully assert a claim of privilege (including attorney-client and work product privileges), provided that the PHH Parties shall use their reasonable best efforts to provide such information in a manner that does not violate any such Contract or Law or result in the loss of privilege, or (C) any litigation in which PHH or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties, or (ii) consolidated, combined, unitary or similar Tax Return of which PHH or any of its Affiliates (other than Sellers and their Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to Sellers and their Subsidiaries. Prior to the First Closing, without the prior written consent of Seller Buyer will not (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 will cause its respective Affiliates and Representatives not to, abide by the terms of the Confidentiality Agreement with respect to ) use any access or information provided obtained pursuant to this Section 6.024.7(a) for any purpose unrelated to the Transactions.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Except as may be prohibited by Requirements of Law, the Seller shall afford, and shall cause the Companies and PWPG to afford, to the officers, employees and authorized representatives of the Buyer (including independent public accountants, financial advisors and its Representatives attorneys) reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) located on the right to inspect all of Owned Real Property or the Leased Real Property, properties, assets, premises, Books and Records, Assigned Contracts and other documents and data exclusively related Property (to the Business; extent they are not privileged) and (b) shall furnish to the Buyer or its authorized representatives such additional information concerning the Company Group and its Representatives with such financial, operating PWPG and other data and information exclusively related relating primarily to the Business as Buyer shall be reasonably requested by the Buyer, in each case in order to conduct Phase I environmental site assessments, prepare pro forma financial statements for the Business, and to plan for an orderly transition of ownership and operation of the Business; provided, however, that (i) no member of the Company Group nor PWPG shall be required to violate any obligation of confidentiality to which such member or any of its Representatives Affiliates may reasonably request; provided be subject in discharging their obligations pursuant to this Section 5.1(a), (ii) the Seller shall not be required to make available, or cause the Companies or PWPG to make available, Business Employee personnel files to the extent disclosure is subject to limitations or requirements relating to employee data privacy laws, and (iii) in no event shall the Buyer be permitted to conduct any Phase II environmental site assessment or conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any Facility. The Buyer agrees that any such permitted investigation undertaken by the Buyer pursuant to the access granted under this Section 5.1(a) shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere unreasonably with the conduct operation of the Business or by 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 member of the foregoingCompany Group or PWPG, Seller shall, and that the Buyer and its affiliates and representatives shall not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs contact or speak to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) any of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) employees of the Seller Disclosure Schedules; provided that Company Group or PWPG without the obligation to provide such list of Trade Programs or to supplement or amend Section 2.01(a) prior written consent of the Seller Disclosure Schedules Seller, which consent shall not be deemed to be a condition to Closingunreasonably withheld, nor any failure thereof give rise to any breach of any representation, warranty, covenant conditioned or agreement by Seller (or any related claim for indemnification)delayed. Notwithstanding anything to the contrary in this Agreement, Seller no member of the Company Group, PWPG or RDA shall not be required to disclose any information or afford provide access to Buyer if or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any Requirement of Law. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement or the Ancillary Agreements, no member of the Company Group, PWPG or RDA shall be required to provide access would, in Seller’s sole discretion be reasonably likely: to or disclose information relating to the RDA Business or RD-180 Program that would (x) result in violate any obligation of confidentiality to which such member of the disclosure of information that is competitively sensitive in relation toCompany Group, PWPG or constitutes trade secrets of, Seller and its businesses (including the Business); RDA may be subject or (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the Closing, without require the prior written consent or approval 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 Russian Governmental Authority in order to perform invasive or subsurface investigations of the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any provide such access or information provided pursuant to this Section 6.02disclosure.

Access to Information. From (a) The Company shall, and shall cause its Subsidiaries, on the date hereof until one hand, and Merger Partner and Merger Partner Equityholder shall, and shall cause the earlier of Closing or termination of this Agreement in accordance with Article VIII Merger Partner’s Subsidiaries, on the other hand, to afford to the other Party and to its respective Representatives, reasonable access, during normal business hours and subject to compliance bona fide policies and procedures established by the other Party (including in response to COVID-19), during the Interim Period, in such manner as to not interfere with all applicable Antitrust Laws, Seller shall: (a) afford Buyer Merger Partner’s and its Representatives reasonable access to Subsidiaries’ or the Company’s or the SpinCo Business’s (as applicable) normal operations, the properties, the SpinCo Business Records and appropriate senior-level employees of Merger Partner and the right to inspect all of Merger Partner Subsidiaries or the Leased Real Property, properties, assets, premises, Books Company and Records, Assigned Contracts and other documents and data exclusively its Subsidiaries (related to the SpinCo Business; ), including the SpinCo Entities (as applicable), as such Party 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 requestrequest for the purposes of integration planning and preparing for the operation of SpinCo and the Surviving Entity post-Closing; provided that any (a) such access investigation shall only be upon reasonable notice and at the sole cost and expense of the investigating Party, (b) no Party or its Representatives shall be limited permitted to normal business hours upon reasonable advance notice to Sellerperform any environmental testing or sampling, under the supervision including sampling of Seller’s personnel and in such a manner as not to interfere with the conduct of the 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 foregoingsoil, Seller shallgroundwater, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement thatsurface water, if existing, occurring or known at or 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 (or 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) result in the disclosure of information that is competitively sensitive in relation tobuilding materials, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product air or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the Closing, wastewater emissions without the prior written consent of Seller the other applicable Party, (c) no Party or its Representatives shall be entitled to access any employee-related or employee benefit-related files or records of another Party, including individual performance or evaluation records, medical histories, workers compensation records, drug testing results, or other sensitive personal information and (d) nothing in this Section 7.6 shall require any Party to permit any inspection or disclose any information to any other Party that (i) would unreasonably interfere with the conduct of such Party’s business or result in damage to property (other than immaterial damage), except with such other Party’s prior written consent (which may granted Seller’s be withheld or denied at its sole discretion), Buyer shall not contact (ii) would cause a violation of any suppliers toLaw, privacy policy or any confidentiality obligations and similar restrictions that may be applicable to such information, or customers of(iii) would jeopardize the attorney-client privilege or other disclosure privilege or protection to such Party (provided that the Party that would otherwise be required to disclose information to the other shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement, policy, Law or other restriction, including through the Business, use of commercially reasonable efforts to obtain any required consent or waiver to the disclosure of such information from any third party and Buyer shall have no right through the implementation of appropriate and mutually agreeable “clean room” or other similar procedures designed to perform invasive or subsurface investigations limit any such adverse effect of the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide sharing such information by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02each Party).

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and In each case subject to compliance with all applicable Antitrust LawsBuyer’s obligations under the Confidentiality Agreement, Seller shallthe Companies shall afford to the officers, employees and authorized representatives of Buyer (including independent public accountants, attorneys and Debt Financing Sources) reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties and business and financial records (including computer files, retrieval programs and similar documentation) of the Acquired Companies and shall furnish to Buyer or such authorized representatives such additional information concerning the Acquired Companies’ business as shall be reasonably requested; provided, however, that: (ai) afford the Companies shall not be required to violate any obligation of confidentiality, Order or Requirements of Law to which any Acquired Company is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 7.1 (provided, however, that in such event, the Companies shall, and shall cause any other applicable Acquired Company to, reasonably cooperate with Buyer and to seek an appropriate remedy to permit the access contemplated hereby); provided further, however, that without the prior written consent of the Stockholder Representative, neither Buyer nor any of its Representatives reasonable officers, employees, agents or representatives shall have access to and the right to inspect all (or communicate with) any employees of the Leased Real Property, properties, assets, premises, Books and Records, Assigned Contracts and Acquired Companies other documents and data exclusively related to the Businessthan those identified on Schedule 7.1; and (bii) furnish without the prior written consent of the Stockholder Representative, neither Buyer and nor any of its Representatives with such financialofficers, operating and other data and information exclusively related employees, agents or representatives shall have access to (or communicate with) any customers of the Business as Acquired Companies regarding the Acquired Companies, their business or the transactions contemplated by this Agreement (it being understood that the foregoing is not intended to, nor shall it, prevent Buyer or any of its Representatives may reasonably request; provided officers, employees, agents or representatives from initiating or maintaining contact with any such customers in the ordinary course of business unrelated to the transactions contemplated by this Agreement). Buyer hereby acknowledges and agrees that any such access investigation pursuant to this Section 7.1 shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere unreasonably with the conduct operations of the Business Acquired Companies or any other businesses Seller, and Buyer shall not be permitted to undertake any environmental sampling or invasive testing without the Stockholder Representative’s prior written consent, which shall be in the Stockholder Representative’s sole discretion. Notwithstanding the foregoing, the obligations of Seller. All requests by Buyer for access the Companies pursuant to this Section 6.02 7.1 shall be submitted or directed exclusively subject to the right of each Company to determine, in such individual as Seller shall designate in writing from time to time. In furtherance Company’s sole discretion, the appropriate timing of the foregoingdisclosure of information it deems privileged information. No investigation by Buyer or any of its officers, Seller shallemployees, not later than 10 Business Days before the Closing: (i) deliver agents or representatives or other information received by Buyer or any of its officers, employees, agents or representatives shall operate as a list of all current Trade Programs to Buyer; and (ii) supplement waiver or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 otherwise affect any representation, warranty, covenant covenant, agreement, obligation or agreement indemnity given, made or to be performed by Seller (the Sellers or any related claim for indemnification). Notwithstanding anything to the contrary Companies 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) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From the date hereof until the earlier FUR hereby acknowledges that (i) Kimco may be in possession of Closing or termination material, nonpublic information regarding ATLRS, its financial condition, results of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Lawsoperation, Seller shall: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Leased Real Propertybusiness, properties, assets, premisesliabilities, Books management, projections, appraisals, and Recordsplans, Assigned Contracts proposals and other documents prospects, including information that may have been provided in connection with ATLRS' solicitation of offers for the Hylan Shopping Center and data exclusively related consideration of proposals with respect to a transaction involving the Businessentire company; (ii) such information may be materially adverse to FUR's interests; and (biii) furnish Buyer if FUR were in possession of some or all of such information FUR might not be willing to sell any or all of the ATLRS Shares on the terms set forth herein, or at all, or would have a materially different view of the benefits of the transaction. FUR also acknowledges and agrees that Kimco shall have no obligation to disclose to FUR any of the information referred to in the preceding sentence. FUR hereby, on its own behalf and on behalf of its affiliates and its Representatives with such financialand their respective successors and assigns, operating irrevocably waives and other data renounces any and information exclusively related to the Business as Buyer all claims of any nature whatsoever it may have or acquire against Kimco, its directors, officers, employees, representatives, or any of their respective affiliates and their respective heirs, successors and assigns, based on non-disclosure, deceptive trade practices, other laws or otherwise, and acknowledges that neither Kimco nor any of its Representatives may reasonably request; provided that directors, officers, employees, representatives or any such access shall be limited to normal business hours upon reasonable advance notice to Sellerof their respective affiliates have made any representation or warranty, under the supervision whether express or implied, of Seller’s personnel and any kind or character in such a manner as not to interfere respect of or in connection with the conduct of ATLRS Shares or the Business or any other businesses of Seller. All requests transactions contemplated by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual agreement, except as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.023 hereof.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII Effective Time and subject to compliance with all applicable Antitrust LawsLaw and the Confidentiality Agreement, Seller shall: the Company shall (ai) afford Buyer give to Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assetsbooks and records of the Company and its Subsidiaries, premises(ii) furnish to Parent, Books and Recordsits counsel, Assigned Contracts financial advisors, auditors and other documents authorized representatives such financial and operating 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 such Persons may reasonably request; provided that , (iii) give Parent and other authorized representatives access to the facilities of the Company and its Subsidiaries for the purpose of conducting Phase I environmental site assessments and, to the extent such site assessments reasonably recommend further environmental investigations, such further environmental investigations, including Phase II environmental site assessments (in the case of such further environmental investigations, to the extent reasonably necessary in connection with any financing of the transactions contemplated by this Agreement and to the extent permitted by the terms of any lease agreement relating to any such access facility), and (iv) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere unreasonably with the conduct of the Business business of the Company and its Subsidiaries. Notwithstanding the foregoing, no such Person shall have access to personnel records of the Company and its Subsidiaries relating to individual performance or evaluation records, medical histories or other employee information which, in the Company’s good faith opinion, the disclosure of which would subject the Company or any other businesses of Sellerits Subsidiaries to liability. All requests by Buyer for access No information or knowledge obtained in any investigation pursuant to this Section 6.02 shall be submitted affect or directed exclusively to such individual as Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 modify any failure thereof give rise to representation or warranty made by any breach of any representation, warranty, covenant or agreement by Seller (or 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) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02party hereunder.

Access to Information. From the date hereof until the earlier of Closing or the Effective Time and the date of termination of this Agreement in accordance with Article VIII Agreement, the Company shall (and subject to compliance with all applicable Antitrust Laws, Seller shall: (ashall cause each of the Company Subsidiaries to) afford Buyer to officers, employees, counsel, investment bankers, accountants and its Representatives reasonable access other authorized representatives (“Representatives”) of Parent full access, in a manner not disruptive to the operations of the business of the Company and the right Company Subsidiaries, during normal business hours and upon reasonable notice, to inspect all of the Leased Real Propertypersonnel, properties, assetsoffices, premisesfacilities, Books books and Recordsrecords, Assigned Contracts customers, suppliers and other documents Affiliates of the Company and data exclusively related to the Business; Company Subsidiaries and, during such period, the Company shall (and (bshall cause each of its Subsidiaries to) furnish Buyer promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Representatives Subsidiaries in each case as may reasonably be requested including, for the avoidance of doubt, (i) internal financial statements and documentation regarding internal controls, (ii) Tax Returns, Tax elections and all other records and workpapers relating to Taxes, (iii) a schedule of any deferred intercompany gain with such financial, operating and other data and information exclusively related respect to transactions to which the Business as Buyer Company or any of its Representatives may reasonably requestSubsidiaries has been a party, and (iv) receipts from any Taxes paid to any foreign Taxing Authority; provided provided, however, that any such access nothing herein shall be limited to normal business hours upon reasonable advance notice to Seller, under require the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business Company 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, Seller shall not be required its Subsidiaries to disclose any information or afford access to Buyer Parent if such disclosure or access would, in Seller’s sole discretion be reasonably likely: the reasonable judgment of the Company, (xi) result in cause significant competitive harm to the disclosure Company or its Subsidiaries if the Transactions were not consummated, (ii) violate applicable Law or request or requirement of information that any Governmental Entity or the provisions of any agreement to which the Company or any of its Subsidiaries is competitively sensitive in relation to, a party or constitutes trade secrets of, Seller and its businesses (including the Business); (yiii) jeopardize any attorney-client, attorney work-product client or other applicable legal privilege due to the unavailability of common interest or other doctrines for preserving the privilege; or (z) contravene any Lawprovided further, fiduciary duty or Contract to which Seller however, that nothing herein shall authorize Parent or its Affiliates is a partyRepresentatives to undertake any further environmental investigations or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries. 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 BusinessParent agrees that it will not, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer shall, and shall will cause its Representatives not to, abide by the terms of the Confidentiality Agreement with respect to use any access or information provided obtained pursuant to this Section 6.026.2 for any competitive or other purpose unrelated to the consummation of the Transactions. No access granted, or information provided, pursuant to this Section 6.2 shall affect or be deemed to qualify, modify or limit any representations or warranties made by the Company in this Agreement. The Company for itself and for its Subsidiaries shall retain or cause to be retained such information relating to the Company and its Subsidiaries as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit or any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters, including the retention of records, powers of attorney or other materials relating to Taxes of the Company and the Company Subsidiaries. The Confidentiality Agreement shall apply with respect to information furnished hereunder by the Company, the Company Subsidiaries and their respective Representatives.

Access to Information. From Insofar as related to the date hereof until Properties, each Seller will give the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives the Buyer’s agents and representatives, reasonable access to the non-Buyer Operated Properties and reasonable access to, and the right to inspect copy (at Buyer’s expense), all of the Leased Real Property, properties, assets, premises, Books Records of such Seller and Records, Assigned Contracts such Seller agrees to cause its officers and employees to furnish the Buyer and the Buyer’s agents and representatives with such operating data and other documents and data exclusively related information with respect to the Business; non-Buyer Operated Properties as the Buyer, its agents and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related representatives from time to the Business as Buyer or any of its Representatives may time reasonably request; provided provided, however, that any such access shall investigation will be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and conducted in such a manner as not to interfere unreasonably with the conduct operation of the Business or any other businesses business of such 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, A Seller shall not be required to disclose provide any of the foregoing information or afford access to the extent that the Seller is prohibited by any Third Party agreement from sharing such information with the Buyer, and for which no consent to share such information PURCHASE AND SALE AGREEMENT -37- with the Buyer if is obtained following reasonable efforts to obtain (at no cost to the Seller) such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a partyconsent. 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, hold all information or customers of, the Business, and Buyer shall have no right to perform invasive data provided or subsurface investigations of the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide made available by the terms of Sellers confidential in accordance with the Confidentiality Agreement (as if such Confidentiality Agreement covered the Properties and transactions contemplated hereby) and shall not use any of the same except in connection with respect the transactions set forth in this Agreement. In the event this Agreement is terminated prior to Closing, the Buyer shall return to the Sellers (or certify the destruction of) all copies of all such information and data, as well as any access derivative reports, analysis or other items derived or based on any of such information provided pursuant to this Section 6.02or data. In the event Closing occurs, the Parties agree that the Confidentiality Agreement will terminate as of Closing and have no further effect.

Access to Information. From and after the date hereof until the earlier of the Closing or Date and the termination of this Agreement in accordance with Article VIII its terms, upon reasonable notice, and subject to compliance with all applicable Antitrust Lawsrestrictions contained in any confidentiality agreement to which any Group Company is subject, Seller shall: (a) afford each Group Company shall provide to Buyer and its Representatives authorized representatives during normal business hours reasonable access to all books and the right to inspect all records of the Leased Real PropertyGroup Companies (in a manner so as to not interfere with the normal business operations of any Group Company); provided, properties, assets, premises, Books that the Group Companies and Records, Assigned Contracts and other documents and data exclusively related their respective representatives shall have no obligation to the Business; and (b) furnish provide Buyer and its Representatives with such financial, operating and other data and information exclusively related representatives access to any books or records to the Business extent such books and records pertain solely to the Seller and/or its equityholders and, to such extent, any Group Company and its representatives are entitled to withhold access to or redact any portion of such books and records. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein and Xxxxx agrees that it shall be bound by the Confidentiality Agreement to the same extent as Fresenius Medical Care AG & Co. KGaA. Notwithstanding anything to the contrary set forth in this Agreement, during the period from the date hereof until the Closing, neither Seller nor any of its Affiliates (including the Group Companies) shall be required to disclose to Buyer or any of its Representatives may reasonably request; provided that representatives any such access shall be limited to 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 with the conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (a) information (i) deliver a list to the extent related to the sale or divestiture process conducted by Seller or its Affiliates for the Group Companies vis-à-vis any Person other than Buyer and its Affiliates, or Seller’s or its Affiliates’ (or their representatives’) evaluation of all current Trade Programs to Buyer; the business of the Group Companies in connection therewith, including projections, financial and other information relating thereto, (ii) supplement if doing so would violate any contract or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract law to which Seller or any of its Affiliates (including the Group Companies) is a party. Prior party or is subject or which it reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges, (iii) if Seller or any of its Affiliates, on 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 Businessone hand, and Buyer shall have no right or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (iv) if Seller reasonably determines upon the advice of counsel that such information should not be so disclosed due to perform invasive its competitively sensitive nature, or subsurface investigations of (b) any information relating to Taxes or Tax Returns other than information relating to the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02Group Companies.

Access to Information. From the date hereof until the earlier of Closing or the termination of this Agreement in accordance with Article VIII or the Effective Time, Parent shall during normal business hours and subject to compliance with all applicable Antitrust Lawsupon reasonable prior notice, Seller shall: (a) afford Buyer give to the Company, its counsel, financial advisors, auditors and its other Representatives reasonable access to and the right to inspect all of the Leased Real Propertypersonnel, advisors, agents, offices, properties, assets, premises, Books and Records, Assigned Contracts and other documents books and data exclusively related to the Business; records of Parent and its Subsidiaries and (b) furnish Buyer cause its Subsidiaries, and instruct its Representatives with such financialemployees, operating counsel, financial advisors, auditors and other data and information exclusively related Representatives, to reasonably cooperate with the Business as Buyer Company in such access; provided, however, that (i) the foregoing shall not require Parent or any of its Representatives may Subsidiaries to permit access to (A) any information that is subject to attorney-client privilege or similar privilege or the work product doctrine, (B) any information that in the reasonable opinion of Parent would violate any Applicable Law (provided, however, that, in the case of subclause (A) and this subclause (B), Parent shall use its reasonable best efforts to communicate the applicable information to the Company in a way that would not violate the Applicable Law or waive such privilege or work-product doctrine), (C) such documents or information that are reasonably request; provided that pertinent to any litigation, suit, action or proceeding between Company and its Affiliates, on the one hand, and the Parent and its Affiliates, on the other hand, or (D) any information related to the negotiation and execution of this Agreement and the actions of Parent’s Board of Directors (or any committee thereof) with respect to the foregoing, whether prior to or after execution of this Agreement, (ii) any such access shall be limited to normal business hours upon reasonable advance notice to Seller, provided under the supervision of Seller’s appropriate personnel of Parent and in such a manner as not to unreasonably interfere with the normal business or operations of Parent or its Subsidiaries and (iii) any access to the properties of Parent and its Subsidiaries will be subject to Parent’s reasonable security measures and policies and will not include the right to sample soil, sediment, groundwater, surface water, air or building materials or conduct of the 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 foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) 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, attorney work-product or other applicable privilege; or (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 terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02environmental sampling.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII Date, the Company, Cementos and subject to compliance with all applicable Antitrust Lawsthe Argos Parties shall, Seller shall: and the Company, Cementos and the Argos Party shall cause their respective Subsidiaries to, (a) afford Buyer upon reasonable advance notice, give Summit and its Subsidiaries and their respective Representatives reasonable access to and the right to inspect all of the Leased Real Propertyoffices, properties, assetsbooks and records of the ANAC Companies for the purpose of furthering the consummation of the Transactions and integration planning with respect thereto or obtaining the R&W Insurance Policy, premises, Books and Records, Assigned Contracts and other documents and data exclusively related to the Business; and (b) furnish Buyer instruct the Representatives of the ANAC Companies to cooperate with Summit and its Representatives with such financialAffiliates and their respective Representatives. Any request for data or other information, operating and other data and information exclusively related to the Business as Buyer any request for access or cooperation or any of its Representatives may reasonably request; provided that any such access investigation pursuant to this ‎Section 7.02 shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and made or conducted in such a manner as not to (i) interfere unreasonably with the conduct of the 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 foregoingBusiness, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or 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 (or 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) result in the disclosure loss 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-clientclient privilege of the ANAC Companies or (iii) violate any Applicable Law; provided that in the cases of clauses (ii) and (iii), attorney work-product prior to withholding any access or information pursuant to the foregoing, the Company shall notify Summit in writing of the nature of the information being withheld and take any actions as may reasonably be requested by Summit, at Summit’s expense, to implement alternate arrangements in order to allow Summit such access or information to the fullest extent reasonably practicable under the circumstances without causing such loss or violation. No investigation by Summit, any of its Affiliates or any of their respective Representatives or other applicable privilege; information received by, or (z) contravene knowledge of, Summit, any Law, fiduciary duty or Contract to which Seller or of its Affiliates is or any of their respective Representatives shall operate as a partywaiver or otherwise affect any representation, warranty or agreement given or made by the Argos Parties or Company hereunder. Prior to the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion), Buyer All information disclosed hereunder 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 be governed by the terms of the Confidentiality Agreement Agreement. Notwithstanding anything in this Section 7.02 to the contrary, (A) nothing in this Section 7.02 shall require the Argos Parties, Cementos, the ANAC Companies or their respective Affiliates to disclose or provide any other party with respect access to any personnel records relating to individual performance or evaluations, medical histories or other information that in the disclosing party’s good faith opinion is sensitive or the disclosure of which could subject the disclosing party or its Affiliates to a material risk of liability or (B), physical access or information provided pursuant to this Section 6.027.02 may be limited to the extent that Cementos or the Argos Parties reasonably determine, in light of COVID-19 or any COVID-19 Measures, that such access would jeopardize the health and safety of any of its directors, officers, employees or Representatives.