Common use of Access to Information Clause in Contracts

Access to Information. From the date of the Original Agreement until the Closing, upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

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 period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of 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 normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; 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 Original supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement until and the Closingtransactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, upon reasonable noticeCompany, Sellers WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective officers, directors, employees, agents, affiliates and representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere comply with the normal operations provisions of the Business and may be limited such Confidentiality Agreement with respect 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 Representativesinformation. No investigation by Buyer information or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 knowledge obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under any investigation pursuant to this Section 6.04, Buyer 5.4 shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives affect or be deemed to use reasonable care, and to not cause modify any damage to the properties, assets representation or offices of Sellerswarranty contained herein.

Access to Information. From the date of the Original this Agreement until the Closingearlier of the Effective Time and the termination of this Agreement in accordance with its terms, each of Parent and the Company shall keep the Investor reasonably informed of any material development of the proposed Distribution (including the status thereof) and, upon reasonable notice, Sellers each of Parent and the Company shall (and each shall cause their its respective Subsidiaries to) afford to the Investor and its officers, directorsaccountants, employeescounsel, agentsand financial advisors reasonable access, representativesduring normal business hours, accountants and counsel to (ia) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records principally relating to the China Business and (b) the senior management employees of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planningCompany; provided, however, that any such Parent or the Company may restrict the foregoing access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited to the extent such accessthat (i) any Applicable Laws or Material Contract requires Parent, in light of COVID-19 the Company or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees Subsidiaries to restrict or other Representativesprohibit access to any such properties or information or (ii) disclosure of such information would violate confidentiality obligations to a third party (who is not an outside advisor of Parent and/or the Company). No investigation by Buyer The Investor will hold any such information obtained pursuant to this Section 5.8 in confidence in accordance with, and will otherwise be subject to, the provisions of the Confidentiality Agreement dated February 4, 2016 between Parent and Primavera Capital Limited (as it may be amended or other information received by Buyer shall operate as a waiver or otherwise affect any representationsupplemented, warranty or agreement given or made by Sellers in this the “Confidentiality Agreement”). Notwithstanding anything in the Confidentiality Agreement or this Agreement to the contrary in this Agreementcontrary, Sellers following the Closing, (x) any disclosure of information (other than any information relating to the Parent or its Subsidiaries (excluding, for the avoidance of doubt, the Company and its Subsidiaries)) that is not prohibited by Section 3.2 of the Shareholders Agreement shall not be required deemed to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date be a breach 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 this Section 5.8 or the disclosure of which could subject Sellers to risk of liabilityConfidentiality Agreement, (y) any real property owned or leased action that is not prohibited by Sellers for purposes Section 2.2 of conducting any invasive or intrusive environmental sampling or testing or the Shareholders Agreement shall not be deemed to be a breach of the standstill obligations of the Investor solely in respect of the Company set forth in the seventh paragraph of the Confidentiality Agreement, and (z) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business except as provided in (x) and (B) Sellers y), nothing in this Section 5.8 shall have be construed to limit or otherwise modify the right to withhold any information relating to the sale process provisions or term of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement, which shall survive any termination of this Agreement. In connection with Buyer, its Affiliates Any investigation by the Investor shall not affect the representations and their respective Representatives carrying out warranties contained herein or the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage conditions to the properties, assets or offices respective obligations of Sellersthe Parties to consummate the Investment.

Access to Information. From Subject to the date confidentiality provisions of this Section 7.4, during the Original Agreement until Interim Period, the ClosingCompany shall, and shall instruct each Company Subsidiary and each of its and their respective Representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) access at reasonable times during normal business hours, upon reasonable prior notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (ix) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data agents, properties, offices and other information regarding facilities of the Business 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 copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planningparticipating; provided, however, that any such access the foregoing shall not limit Parent’s or furnishing of information shall be conducted at BuyerMerger Sub’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not ability to interfere conduct meetings or other communications with the normal operations of the Business Company’s and may be limited its Subsidiaries’ customers and suppliers 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 meetings or other Representatives. No investigation by Buyer communications are conducted in the ordinary course of Parent’s or Merger Sub’s respective businesses, and (iii) furnish or cause to be furnished such information concerning the business, properties, Contracts, assets, liabilities, personnel and other information received by Buyer shall operate aspects of the Company and the Company Subsidiaries as a waiver Parent, Merger Sub or otherwise affect any representationParent Representative may reasonably request; provided, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to however, until the contrary in this AgreementEffective Time, Sellers the Company shall not be required to disclose (x) furnish, or provide any access to, any information to Buyer if any Person not a party to, or otherwise covered by, the NDA or any similar agreement with respect to such disclosure would, in Sellers’ sole discretioninformation or (y) provide access to or furnish any information (I) that is a trade secret, (iII) cause significant competitive harm 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 Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any waiver of an attorney-client privilege so long as the Company has taken all reasonable steps to permit inspection of or other legal to disclose such information on a basis that does not compromise the Company’s or any Company Subsidiary’s privilege with respect thereto; provided, however, that such access and information shall be disclosed or (iii) contravene any granted, as applicable, to external counsel for Parent to the extent required for the purpose of complying with applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersincluding Antitrust Laws.

Access to Information. From Subject to applicable Laws, from the date of the Original this Agreement until the Closing, upon Seller will, and will cause its Subsidiaries to, give Buyer and its Representatives reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel access to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records all of the BusinessAcquired FH Assets and FH Assets and assets of the Transferred FH Companies and their Closing Subsidiaries, Real Property, the Transferred FH Books and (ii) furnish Records and to the officerssuch personnel, employees, and authorized agents and representatives of Buyer such additional financial and operating data offices and other facilities and properties of the Transferred FH Companies and their Closing Subsidiaries and to furnish such other information regarding in respect of the operation of the FH Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, howeverthat 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 or furnishing of information shall be conducted at Buyer’s expensea reasonable time, during normal business hoursupon reasonable advance notice to Seller, under the supervision of Sellers’ personnel, and in such a manner as not to interfere unreasonably with the normal operations 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 confidentiality agreement dated May 8, 2017 between Buyer and may be limited to Seller (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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Agreementforegoing, Sellers Seller and its Subsidiaries shall not be required to disclose provide any such information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm as and to the Business if extent it relates to the transactions contemplated hereby are not consummatedExcluded Businesses, the Excluded Assets or the Retained Liabilities, (ii) jeopardize if the Seller or any attorney-client or other legal privilege 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 successfully assert a claim of Privilege or (iii) contravene if Seller or any applicable Lawsof its Subsidiaries, fiduciary duty on the one hand, and Buyer or binding agreement entered into prior any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the date case of clause (ii) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have access ability to (x) personnel records successfully assert a claim 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersPrivilege.

Access to Information. (a) From the date of the Original Agreement hereof until the Closing, upon reasonable notice, Sellers shall BSC shall, and shall cause their respective its officers, directors, employees, agents, representatives, accountants and counsel to to, (i) afford Buyer the Purchaser and its officers, employees and authorized agents and representatives reasonable access to the offices, properties and books and records of BSC and the Sellers (to the extent relating to the Business, ) and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer the Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer the Purchaser may from time to time reasonably requestrequest (including, in each casesubject to the rights of any landlord, solely for purposes access to conduct an environmental site assessment of Buyer’s integration planningany Transferred Site, provided that such assessment shall not include any sampling or testing of any soil, groundwater, air or other environmental media, or building material, without the express written consent of BSC, such consent to be withheld at the sole discretion of BSC); provided, however, provided that any such access or furnishing of information shall be conducted at Buyerthe Purchaser’s expense, during normal business hours, under the supervision of Sellers’ personnel, BSC’s personnel and in such a manner as not to unreasonably interfere with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this AgreementBusiness. Notwithstanding anything to the contrary in this Agreement, Sellers BSC shall not be required to disclose any information to Buyer the Purchaser if such disclosure would, in Sellers’ sole discretionwould be reasonably likely to, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege (provided that BSC shall, and shall cause the Sellers to, use commercially reasonable efforts to put in place an arrangement to permit such disclosure without loss of attorney-client privilege) or (iiiii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoing, hereof (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 provided 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable careBSC shall, and shall cause its Affiliates and their respective Representatives the Sellers to, use commercially reasonable efforts to use reasonable careput in place an arrangement to permit such disclosure without violating such Law, and to not cause any damage to the properties, assets duty or offices of Sellersagreement).

Access to Information. From (a) Between the date of this Agreement and the Original Agreement until the ClosingClosing Date, Seller will, during ordinary business hours and upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford give Buyer and its authorized representatives Buyer’s Representatives reasonable access to the officesPurchased Assets to which Buyer is not denied access by Law and to which Seller has the right to grant access without the consent of any other Person (and in the case where consent of another Person is required, properties only on such terms and books and records of the Business, and conditions as may be imposed by such other Person); (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish to the officers, employees, and authorized agents and representatives of Buyer with such additional financial and operating data and other information regarding with respect to the Business (or copies thereof) Purchased Assets as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, in each caseschedule, solely for purposes of Buyer’s integration planningor other document primarily relating to the Purchased Assets filed by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) any such access or furnishing of information shall investigation will be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations operation of the Business Purchased Assets, (B) Buyer will indemnify and hold harmless Seller from and against any Losses caused to Seller by any action of Buyer or Buyer’s Representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation), (C) Seller will not be required to take any action which would constitute a waiver of the attorney-client privilege, and (D) Seller need not supply Buyer with any information which Seller is under a contractual or other legal obligation not to supply; provided, however, if Seller relies upon clauses (C) or (D) as a basis for withholding information from disclosure to Buyer, to the fullest extent possible without causing a waiver of the attorney-client privilege, or a violation of a contractual or legal obligation, as the case may be limited be, Seller will provide Buyer with a description of the information withheld and the basis for withholding such information and will otherwise use commercially reasonable efforts to obtain a waiver of such obligation and to the extent such accesswaiver is not obtained, in light of COVID-19 take other commercially reasonable efforts to otherwise provide such information or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementsummary thereof to Buyer. Notwithstanding anything in this Section 7.2 to the contrary in this Agreementcontrary, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoingClosing Date, (A) Buyer shall not have access the right to (x) personnel records of the Transferred Employees relating to individual performance perform or evaluation recordsconduct any environmental investigation, 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 at, in, on, or (z) underneath any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process of the Business Purchased Assets, including, but not limited to, any visual inspections and information and analysis relating thereto. Buyer shall hold site visits commonly included in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices scope of Sellers“Phase 1” level environmental inspections.

Access to Information. From the date of the Original Agreement hereof until the ClosingEffective Time, and subject to Applicable Law, upon reasonable noticenotice during normal business hours, Sellers the Company shall (and shall cause their respective its Subsidiaries to) 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 officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, representatives, accountants and counsel to advisors or other representatives (i“Representatives”) afford Buyer and its authorized representatives reasonable access to the Company’s Representatives and its offices, properties properties, assets, books, records, work papers and books other documents (including existing financial and records of operating data) related to the Business, Company and its Subsidiaries and (ii) furnish to Parent and its Representatives such existing information as such Persons may reasonably request within a reasonable time of such request, including, at Parent’s expense, copies of such existing information; provided, that neither the officers, employees, and authorized agents and representatives Company nor any of Buyer its Subsidiaries shall be required to provide access or disclose information where such additional financial and operating data and other information regarding the Business access or disclosure (or copies thereofx) as Buyer may from time to time reasonably requestwould, in each case, solely for purposes upon the advice of Buyer’s integration planning; providedlegal counsel, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilege of the Company or other legal privilege any of its Subsidiaries or violate any Applicable Law or Contract, or (iiiy) contravene relates to any applicable Laws, fiduciary duty or binding agreement entered into prior Acquisition Proposal (unless such information is required to the date of the Original Agreementbe disclosed in accordance with Section 6.03). Notwithstanding the foregoing, Parent shall not (A) Buyer shall not have access to (x) personnel records of the Transferred Employees Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in their sole discretion) which is sensitive or the disclosure of which could subject Sellers the Company or any of its Subsidiaries to risk of liability, or (yB) 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 owned or facility owned, leased or operated by Sellers for purposes the Company or any of conducting its Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any invasive investigation pursuant to this Section shall affect or intrusive environmental sampling be deemed to modify any representation or testing or (z) warranty made by the Company hereunder. Notwithstanding the foregoing, in the case of any information to that in the extent relating to any Excluded Assetreasonable, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process good faith judgement of the Business and Company is competitively sensitive, such information and analysis relating theretoshall 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. Buyer The information provided pursuant to this Section 6.02 shall hold in confidence all information so obtained be kept confidential by the recipient thereof in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out The Confidentiality Agreement shall terminate as of the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersEffective Time.

Access to Information. (a) From the date of the Original Agreement hereof until the ClosingClosing Date, upon reasonable notice, Sellers shall the Company shall, and shall cause each Subsidiary (and to the extent it has the power to do so, each Joint Venture) and each of their respective officers, directors, employees, agents, representatives, accountants and counsel counsel, to (i) afford Buyer the Purchaser and its authorized representatives reasonable access to the offices, properties and properties, books and records and key employees of the BusinessCompany, each Subsidiary and any Joint Venture and (ii) furnish to the those officers, employees, and authorized agents and representatives of Buyer the Purchaser who reasonably have a need to know such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer the Purchaser may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyerthe Purchaser’s expense, during normal business hours, under the supervision of Sellers’ personnel, the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Business Business. The Purchaser acknowledges and may be limited agrees that all notices of requests by the Purchaser or its authorized representatives for (i) access to offices, properties or books or records of the extent such accessCompany, in light of COVID-19 any Subsidiary or COVID-19 Measures, would jeopardize the health any Joint Venture or (ii) additional financial and safety of any of their respective employees or other Representatives. No investigation by Buyer operating data or other information received by Buyer regarding the Business shall operate as a waiver be directed solely to the Chief Financial Officer of the Company, and the Purchaser shall not direct any such notice to any other officer, director, employee, agent, representative, accountant or otherwise affect counsel of the Company, any representation, warranty Subsidiary or agreement given or made by Sellers in this Agreementany Joint Venture without the written consent of the Chief Financial Officer of the Company. Notwithstanding anything to the contrary in this Agreement, Sellers the Seller shall not be required to disclose any information to Buyer the Purchaser if such disclosure would, in Sellers’ the Seller’s sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellershereof.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date exchange of the Original Agreement until the Closinginformation, upon reasonable noticeeach party shall, Sellers shall and shall cause their respective officerseach of its Subsidiaries to, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, accountants, counsel and authorized agents and other representatives of Buyer such additional financial and operating data and the other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably requestparty, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expensereasonable access, during normal business hourshours during the period prior to the Effective Time, under to all its properties, books, contracts, commitments, records, officers, employees, accountants, counsel and other representatives and, during such period, it shall, and shall cause its Subsid- iaries to, make available to the supervision of Sellers’ personnelother party all information concerning its business, in such a manner properties and personnel as not to interfere with the normal operations other party may reasonably request; provided, that nothing herein shall require Newcourt or any 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required Newcourt Subsidiaries to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) CIT that would cause significant competitive harm to the Business Newcourt or its affiliates if the transactions contemplated hereby by this Agreement are not consummatedconsummated (the "Restricted Information"); provided further, however, that each of the individuals listed in Section 7.2 of the Newcourt Disclosure Schedule shall be permitted access to the Restricted Information of Newcourt if, but only if, such individual has executed and delivered to Newcourt an agreement (iia) to be bound by the Confidentiality Agreement and (b) not to disclose to any other person the Restricted Information. CIT shall cause each such individual to comply strictly with the terms of such agreement to which such individual is a party and CIT shall be responsible for any failure by any such individual to comply with the terms of such agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of its customers, jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Lawslaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of the Original this Agreement. Notwithstanding the foregoing, (A) Buyer shall not have access The parties hereto will use their reasonable best efforts to (x) personnel records of mitigate any restrictions pursuant to 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, preceding sentence and (y) any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do make appropriate substitute disclosure arrangements under circumstances in which such restrictions cannot relate to 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 be so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersmitigated.

Access to Information. (a) From the date of the Original this Agreement until the Closing, upon reasonable notice, Sellers TDCC shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel use its reasonable best efforts to (i) afford Buyer Parent and its authorized representatives Representatives reasonable access to the offices, properties and books and records of the Business, ; and (ii) furnish to the officers, employees, and authorized agents and representatives Representatives of Buyer Parent such additional financial and operating data and other available information regarding the Business (or copies thereof) ), as Buyer Parent may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that (x) any such access or furnishing of information shall be conducted at BuyerParent’s expense, during normal business hours, under the supervision of Sellers’ personnel, Dow’s personnel and in such a manner as not to interfere with the normal operations of the Business Business; (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing and may shall be limited directed to and coordinated with a person or persons designated by TDCC in writing; and (z) Parent shall not, and shall cause its Representatives not to, contact any of the extent such accessemployees, in light of COVID-19 customers, distributors or COVID-19 Measures, would jeopardize the health and safety suppliers of any of their respective employees Dow Entity in connection with the transactions contemplated by this Agreement and the other Transaction Documents, whether in person or by telephone, mail, or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representationmeans of communication, warranty or agreement given or made by Sellers in this Agreementwithout the specific prior written authorization of TDCC. Notwithstanding anything to the contrary in this Agreement, Sellers TDCC shall not be required to provide any access or disclose any information to Buyer Parent or its Representatives if such disclosure wouldcould reasonably be expected to (A) jeopardize, or result in Sellers’ sole discretiona loss or waiver of, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or privilege; (iiiB) contravene any applicable LawsLaw, 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 agreement; or (zC) result in the loss of protection of any proprietary information to the extent relating to or Trade Secrets of any Excluded AssetDow Entity. When accessing any of Dow’s properties, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable careParent shall, and shall cause its Affiliates Representatives to, comply with all of Dow’s safety and their respective Representatives to use reasonable care, and to not cause any damage security requirements for the applicable property. Notwithstanding anything to the propertiescontrary in this Agreement, assets (I) in no event shall Dow be required to provide any information relating to any Excluded Assets or offices any Excluded Liabilities; and (II) neither Parent nor any of Sellersits Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of TDCC, which consent may be withheld in the sole discretion of TDCC.

Access to Information. From After the date of the Original Agreement hereof until the ClosingEffective Time and subject to applicable Law and the Confidentiality Agreement, dated as of February 3, 2014, among Parent, Oceanbulk Shipping and Oceanbulk Carriers (the “Confidentiality Agreement”), the Oceanbulk Holdcos and Parent shall (i) give each other and their respective counsel, financial advisors, auditors and other authorized representatives, upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and properties, books and records of Parent, its Subsidiaries, Merger Subs and the BusinessOceanbulk Companies, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planningapplicable; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, hours in such a manner as not to interfere with the normal businesses or operations of the Business Oceanbulk Companies or Parent, as applicable, and may be limited to without the extent such accessprior written consent of the other applicable party, in light none of COVID-19 or COVID-19 MeasuresParent, would jeopardize the health and safety of Sellers, the Oceanbulk Holdcos nor any of their respective employees Affiliates will contact any employee, customer, landlord, supplier, distributor or other Representatives. No investigation by Buyer material business relation of the other party or its Subsidiaries (in each case, in their capacity as such) prior to the Effective Time (other than contacts in the ordinary course of business unrelated to the Transactions), (ii) furnish to each other and their respective counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information received by Buyer shall operate as a waiver or otherwise affect any representationsuch Persons may reasonably request, warranty or agreement given or made by Sellers and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of Parent, its Subsidiaries, Merger Subs, the Oceanbulk Holdcos and the Oceanbulk Companies, as applicable, to cooperate with Parent and the Oceanbulk Holdcos in this Agreementthe matters described in clauses (i) and (ii) above. Notwithstanding anything to the contrary in this Agreement, Sellers no party shall not be required to provide such access or disclose any information if doing so is reasonably likely to Buyer if such disclosure would, (A) result in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any a waiver of attorney-client privilege, work product doctrine or other legal similar privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right violate any Contract to withhold any information relating which it is a party 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets which it is subject or offices of Sellersapplicable Law.

Access to Information. From (a) Except in the date case of an adversarial Action by one Party against the other Party (which shall be governed by such discovery rules as may be applicable thereto), each of Cohesant and Spinco, on behalf of the Original Agreement until Cohesant Entities and the ClosingSpinco Entities, upon reasonable noticerespectively, Sellers shall agrees to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, subject to applicable Laws relating to the exchange of information, and shall only in such manner that does not cause their respective officersunreasonable disruption of the business of such Person, directors, employees, agents, representatives, accountants and counsel to any Information in the possession or under the control of such Person that the requesting party reasonably needs (i) afford Buyer and its authorized representatives reasonable access to comply with reporting, disclosure, filing or other requirements imposed on the officesrequesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting party, properties and books and records of the Business, and (ii) furnish for use in any other judicial, 20 regulatory, administrative or other proceeding or in order to the officerssatisfy audit, employeesaccounting, and authorized agents and representatives of Buyer such additional financial and operating data and claims, regulatory, litigation or other information regarding the Business similar requirements or (iii) to comply with its obligations under this Agreement or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planningany other Transaction Agreement; provided, however, that (A) the requesting Person shall agree in writing to keep any such access Information that incorporates proprietary, confidential or furnishing of privileged information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited providing Person confidential, except to the extent that such accessrecords or documents are required to be disclosed by Law or legal process, in light of COVID-19 or COVID-19 Measures, would jeopardize (B) each Party agrees to notify the health and safety providing Person of any Action whereby such requesting Person might be required to disclose proprietary, confidential or privileged information, so that the providing Person may seek a protective order in any such Action, (C) in the event that any Party determines that any such provision of their respective employees information could be commercially detrimental, violate any Law or provision of any material Contract, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, (D) if information other Representativesthan that pertaining to the Business or the GlasCraft Business is contained in such records, Cohesant and Spinco shall either agree that such information may be omitted or redacted by the providing Person, or shall enter into appropriate secrecy commitments to protect such information and (E) this Article IV shall not apply to matters relating to Taxes which shall be exclusively governed by the Tax Matters Agreement. No investigation by Buyer or other information received by Buyer Cohesant and Spinco intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver or otherwise affect of any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any potentially applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersprivilege.

Access to Information. From Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of the Original Agreement until the Closingthis Agreement, upon reasonable notice, Sellers the Company shall (and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (iits Subsidiaries to) afford Buyer Parent’s officers and its Parent’s other authorized representatives Representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expenseaccess, during normal business hours, under the supervision of Sellers’ to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in such a manner effect as not to interfere with the normal operations of the Business date hereof, (b) to provide access to or otherwise make available or furnish any information if and may be limited to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in light the judgment of COVID-19 the Company based on advice of outside counsel, violate any Applicable Law or COVID-19 Measures(d) as determined by the Company in consultation with Parent in good faith, would jeopardize the health and safety of any employee of their respective employees the Company of its Subsidiaries in light of the COVID-19 virus or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this AgreementCOVID-19 Measures. Notwithstanding anything herein to the contrary contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, Sellers and shall not provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be required directed the Persons designated by the Company. Subject to disclose any information to Buyer if such disclosure wouldApplicable Law and applicable contractual restrictions, in Sellers’ sole discretion, (i) cause significant competitive harm addition to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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 at least one business member of the Transferred Employees relating senior management team of the Company will use reasonable best efforts to individual performance meet, whether in person or evaluation records, medical histories via teleconference or other information that in Sellers’ opinion (in their sole discretion) is sensitive electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process operations of the Business Company and its Subsidiaries. All such information and analysis relating thereto. Buyer provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall hold in confidence all information so obtained be kept confidential in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From (a) Between the date of this Agreement and the Original Agreement until Effective Time, the Closing, Company will during ordinary business hours and upon reasonable advance notice, Sellers (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and shall cause their respective officersother facilities and properties, directors, employees, agentsand its personnel, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable agents; provided, however, that all such access to shall take place after appropriate prior consultation with the offices, properties and books and records officers of the BusinessCompany, and (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the officers, employees, and authorized agents and representatives of Buyer such additional Parent its financial and operating data and such other existing information regarding with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Business (or copies thereof) as Buyer Parent may from time to time reasonably request, in each case(iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, solely for purposes of Buyer’s integration planningand (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such access or furnishing of information investigation shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations operation of the Business and may be limited to business of the extent such accessCompany, in light of COVID-19 or COVID-19 Measures, would jeopardize (B) the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers Company shall not be required to disclose take any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to action which would constitute a waiver of the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other privilege, (C) the Company need not supply the Parent with any information which it is under a legal privilege or obligation not to supply, and (iiiD) contravene until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any applicable Laws, fiduciary duty or binding agreement entered into such activities by the Parent prior to the date purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Original Company and the compliance by the Company with its covenants contained in this 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From the date of the Original Agreement hereof until the ClosingClosing or the termination of this Agreement, upon reasonable noticeSeller shall, Sellers shall and shall cause their respective officersthe Company and each Subsidiary to, directors, employees, agents, representatives, accountants and counsel to (ia) afford Buyer and its authorized representatives Representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expenseaccess, during normal business hourshours and upon reasonable prior notice, to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Company and its Subsidiaries; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company and its Subsidiaries as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to reasonably cooperate with Buyer in its due diligence investigation of the Company and its Subsidiaries. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and its Subsidiaries and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the supervision of Sellers’ personnelCompany and its Subsidiaries and the Real Property, provided, that, Buyer shall not conduct any invasive testing without Seller’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned) and Buyer shall restore the Real Property to the same condition it was in immediately prior to such testing at Buyer’s sole cost and expense. Any investigation pursuant to this Section 4.02 shall be conducted in such a manner as not to interfere unreasonably with the normal operations conduct of the Business business of Seller or the Company and may be limited to the extent such access, in light a manner consistent with applicable Law and provisions of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees leases or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representationContracts applicable to such investigations, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 theretoany. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable carehold all information received from Seller, the Company or any Subsidiary, directly or indirectly, in confidence in accordance with, and to not cause any damage to shall otherwise abide by and be subject to, the propertiesterms and conditions of that certain Mutual Confidentiality and Non-Disclosure Agreement, assets or offices dated as of SellersMarch 13, 2014 between Buyer and Seller.

Access to Information. From the date of the Original Agreement until the Closing(a) The Company shall, upon reasonable notice, Sellers shall and shall cause their 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 officersRepresentatives, directorsreasonable access, employeesduring normal business hours and subject to bona fide policies and procedures established by the other Party (including in response to COVID-19), agentsduring the Interim Period, representatives, accountants and counsel in such manner as to (i) afford Buyer not interfere with Parent’s and its authorized representatives reasonable access to Subsidiaries’ business’s or the officesSpinCo Business’s (as applicable) normal operations, properties and the properties, books and records and appropriate senior-level officers and employees of Parent and its Subsidiaries or the BusinessCompany 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 (ii) furnish to the officersincluding accountants’ work papers), employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding concerning the affairs of Parent and its Subsidiaries or the SpinCo Business or the SpinCo Entities (or copies thereof) as Buyer may from time to time reasonably requestapplicable), in each case, solely as such Party and its Representatives may reasonably request for the purposes of furthering the Transactions or for purposes of Buyer’s integration planningpreparing for the operation of Parent and the Surviving Corporation post-Closing; provided, however, 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 such access Party to permit any inspection or furnishing of disclose any information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to any other Party that (i) would unreasonably interfere with the normal operations conduct of the Business and 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 limited 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 the extent such accessinformation, in light of COVID-19 or COVID-19 Measures, (iii) would jeopardize the health and safety of any of their respective employees attorney-client privilege or other Representatives. No investigation by Buyer 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 received 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 Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementeach Party). Notwithstanding anything in this Section 7.8 to the contrary in contrary, (but without limiting the Company’s obligations under this Agreement, Sellers including Section 7.4), the Company and SpinCo shall not be required to disclose provide access to, or make any disclosure with respect to, any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm of or relating to the Business if the transactions contemplated hereby are not consummatedCompany, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability its Affiliates or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any respective businesses, other than information relating to the sale process of SpinCo Business, the Business and information and analysis relating theretoSpinCo Entities, the SpinCo Assets or the SpinCo Liabilities. Buyer All requests for such access to any Party shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, be made to such Party or its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersdesignated Representative.

Access to Information. (a) From and after the date of this Agreement, subject to the Original Agreement until requirements of applicable Law, the Closing, Company will (i) give Parent and Merger Sub and their authorized Representatives reasonable access (during regular business hours upon reasonable notice, Sellers shall and shall cause their respective officers, directors, ) to all employees, agentsplants, representativesoffices, accountants warehouses and counsel other facilities and to all books, contracts, commitments and records (iincluding Tax returns) afford Buyer of the Company and its authorized representatives reasonable Subsidiaries and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to the officestheir work papers and such other information as Parent or Merger Sub may reasonably request, properties (ii) permit Parent and books and records of the BusinessMerger Sub to make such inspections as they may reasonably require, and (iiiii) cause its officers and those of its Subsidiaries to furnish to the officers, employees, Parent and authorized agents and representatives of Buyer Merger Sub with such additional financial and operating data and other information regarding with respect to the Business (business, properties and personnel of the Company and its Subsidiaries as Parent or copies thereof) as Buyer Merger Sub may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, howeverthat nothing herein shall obligate the Company to incur costs and time to produce such information outside of the ordinary course of its business; provided, further, that any such access nothing in this Agreement shall require the Company or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the 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 its Subsidiaries to permit any inspection or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure wouldParent that would cause a violation of any Allowed Contract, in Sellers’ sole discretion, (i) would cause significant competitive harm a risk of a loss of privilege to the Business if the transactions contemplated hereby are not consummatedCompany or any of its Subsidiaries, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any would constitute a violation of applicable Laws, fiduciary duty that is competitively sensitive information or binding agreement entered into prior to permit the date other party or any of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have access its Representatives 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) perform any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating onsite procedure with respect to any Excluded Assetof its or its Subsidiaries’ properties; provided, Excluded Liability further, that the Company shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement or Law. Parent hereby agrees that it shall treat any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any such 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 and their respective Representatives carrying out the activities contemplated under Notwithstanding any provision of this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage Agreement to the propertiescontrary, assets the Company shall not be obligated to grant any access or offices make any disclosure in violation of Sellersapplicable Laws or regulations or if it would unreasonably interfere with the conduct of the Company’s business. The Confidentiality Agreement shall survive any termination of this Agreement.

Access to Information. (a) From the date of the Original Agreement hereof until the ClosingClosing Date or, upon reasonable noticeif earlier, termination of this Agreement, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to will (i) afford give, and will cause the Company and each of its Subsidiaries to give, Buyer and its authorized representatives Representatives such reasonable access access, at reasonable times and during normal business hours, to the senior management, offices, properties and properties, books and records of the BusinessCompany and its Subsidiaries, as Buyer may reasonably request from time to time; and (i) furnish, and (ii) furnish cause the Company and each of its Subsidiaries to the officersfurnish, employees, to Buyer and authorized agents and representatives of Buyer its Representatives such additional financial and operating data and other information regarding relating to the Business (or copies thereof) Company and its Subsidiaries, as Buyer may reasonably request from time to time reasonably requesttime; provided that (A) any actions to be performed by Sellers, in each case, solely for purposes the Company or any of Buyer’s integration planning; provided, however, that any such access or furnishing its Subsidiaries at the request of information Buyer pursuant to this Section 5.03(a) shall be conducted at Buyer’s expense, during normal business hours, under the supervision of performed only following reasonable prior written notice from Buyer to Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal conduct of the business and operations of the Business Company and may 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 limited based on reasonable access procedures specified by Sellers or, as applicable, customers or suppliers (after taking into account any proposals made by Buyer in such regard)); and (B) all out-of-pocket costs incurred by the Company and its Subsidiaries in connection with such actions shall be at the expense of Buyer; provided, further, that, without the prior written consent of Sellers, Buyer and its Representatives shall not be entitled to the extent any such access, in light information or documents the disclosure of COVID-19 which is restricted by any Law or COVID-19 MeasuresOrder applicable to any Seller, would jeopardize the health and safety of Company or any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementits Subsidiaries. Notwithstanding anything to the contrary in this Agreementset forth herein, Sellers Buyer is not authorized to and shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) and shall cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and its and their respective Representatives carrying out not to) (s) contact any customer, supplier, or other material business relation of the activities contemplated under this Section 6.04Company or any of its Subsidiaries in connection with the Contemplated Transactions; and (y) perform invasive or subsurface investigations of the Premises, 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 exercise reasonable careshall, and shall cause its Affiliates and its and their respective Representatives to, abide by the terms of the Confidentiality Agreement with respect to use reasonable caresuch access and any information furnished to it, its Affiliates or its or any of their respective Representatives pursuant to this Section 5.03(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 cause enter into any damage to agreements with any officers, directors or employees of the properties, assets Company or offices any of its Subsidiaries without Sellers’ prior written consent.

Access to Information. From Between the date of this Agreement and the Original Agreement until Closing Date, the ClosingInitial Members shall, upon reasonable notice, Sellers shall and shall cause their respective officersthe Company to, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer provide Purchaser and its authorized representatives reasonable Representatives full access during normal business hours to all personnel, properties, customers, Books and Records, Corporate Records, Contracts, Permits and other documents of or relating to the Company to make such investigation as shall reasonably be deemed desirable; provided that access to customers and employees shall be subject to the offices, properties and books and records prior written consent of the BusinessCompany, such consent not to be unreasonably withheld or delayed. The Initial Members shall furnish or cause to be furnished to Purchaser and (ii) furnish its Representatives all data and information concerning the Company and its business, assets and properties as may reasonably be requested, including access to the officers, employees, officers and authorized agents employees and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that Company. Notwithstanding any such access investigation, whether occurring before or furnishing after the date of information shall be conducted at Buyer’s expensethis Agreement, during normal business hoursPurchaser has the unqualified right to rely upon, under the supervision of Sellers’ personneland has relied upon, in such a manner as not to interfere with the normal operations each of the Business representations, warranties and may be limited covenants made by the Initial Members in this Agreement, subject to the extent disclosures in the Disclosure Schedules, and no such access, in light of COVID-19 investigation performed or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer Purchaser or its Representatives shall operate affect in any way the Liability of the Initial Members with respect to any representations, warranties or covenants contained herein. Without limiting the generality of the foregoing, the Initial Members shall, as a waiver promptly as practicable, inform Purchaser in writing of any change or otherwise affect event which renders any representation, representation or warranty or agreement given any Disclosure Schedule inaccurate or made by Sellers incomplete in any material respect, it being understood that no such disclosure after the date hereof shall in any way limit the Initial Members’ Liability for any breach of any representation or warranty set forth in this Agreement. Notwithstanding anything For the avoidance of doubt all such access shall be subject to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 the terms and their respective Representatives carrying out conditions of which survive the activities contemplated under execution and delivery of this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersAgreement.

Access to Information. From and after the date of the Original Agreement hereof until the ClosingClosing and subject to applicable Law, upon reasonable noticeAdvisor Parent shall, Sellers shall and shall cause direct each of its Affiliates, Subsidiaries and Representatives to, afford to GNL, RTL and their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expenseRepresentatives access, during normal business hours, under the supervision of Sellers’ personnel, upon reasonable advance prior written notice and in such a manner as will not to unreasonably interfere with the normal operations conduct of the Business business of the Advisor Parties, to all properties, books and may be limited records of the Target Companies, and all other information with respect to the extent business of the Target Companies or the Business Assets, together with the opportunity to make copies (at GNL’s expense) of such accessbooks, in light records and other documents and to discuss the business of COVID-19 the Target Companies or COVID-19 Measuresthe Business Assets with such members of management, would jeopardize officers, directors, counsel, accountants and other Representatives for the health Advisor Parties as GNL, RTL and safety of any of their respective employees or 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. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representationRepresentatives to reasonably cooperate with GNL, warranty or agreement given or made by Sellers RTL and their respective Representatives in this Agreementconnection therewith. Notwithstanding anything to the contrary in foregoing provisions of this AgreementSection 5.9, Sellers the Advisor Parties shall not be required to, or to disclose cause any of their Affiliates or Subsidiaries to, grant access or furnish information to Buyer if such disclosure wouldGNL, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client RTL or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable carethe extent that (i) such access would jeopardize attorney/client or attorney work product privilege, taking into account whether GNL and/or RTL is willing to enter into a customary joint defense agreement or similar arrangement or (ii) 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, Advisor Parent will provide notice to GNL and RTL that such information is being withheld, and Advisor Parent will cause such entity to not cause any damage use its commercially reasonable efforts to communicate, to the propertiesextent feasible, assets the applicable information in a way that will not violate the applicable privilege or offices applicable Law and, if applicable, seek a waiver of Sellersany applicable third-party restrictions. All information provided pursuant to this Agreement 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 (a) Subject to the terms of the Confidentiality Agreement, this Agreement and applicable Laws, during the period from the date of this Agreement through the Original earlier of the Closing Date and the date on which this Agreement until is terminated in accordance with Article VII, the ClosingIASIS Parties shall permit the MPT Parties and their advisors, lenders, accountants, attorneys and authorized representatives to have reasonable access, during regular business hours and upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and facilities, assets, properties, certain management-level employees, books and records of the BusinessIASIS Parties, and (ii) furnish shall furnish, or cause to be furnished, to the officersMPT Parties, employeessuch financial, and authorized agents and representatives of Buyer such additional financial tax and operating data and other information regarding with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as the Business (or copies thereof) as Buyer may MPT Parties shall from time to time reasonably request, in each case, solely for purposes of Buyer. All access and investigation pursuant to this Section 5.1 shall be coordinated through IASIS’s integration planning; provided, however, that any such access or furnishing of information Chief Financial Officer and shall be conducted at Buyer’s expense, during normal business hours, under the supervision of SellersMPT Parties’ personnel, expense and in such a manner as not to interfere with the normal operations of the Business businesses of IASIS 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this AgreementSellers. Notwithstanding anything to the contrary in this Agreementcontained herein or otherwise, neither IASIS nor any of the Sellers shall not be required to provide access to or to disclose any information to Buyer if where such access or disclosure wouldwould violate or prejudice the rights of its customers, in Sellers’ sole discretion, (i) cause significant competitive harm to jeopardize the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilege or other legal privilege immunity or (iii) contravene any applicable Laws, fiduciary duty Law or any binding agreement entered into prior to the date of this Agreement; provided, however, that the Original Agreement. Notwithstanding IASIS Parties will notify the foregoing, (A) Buyer shall not have access to (x) personnel records MPT Parties in reasonable detail of the Transferred Employees relating circumstances giving rise to individual performance any non-access or evaluation recordsnon-disclosure pursuant to the foregoing and to permit access or disclosure, 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) any information to the extent relating to any Excluded Assetpossible, Excluded Liability in a manner consistent with privilege or any Tax Return of Sellers other immunity or their Affiliates that do not relate applicable Law or Contract. Notwithstanding anything to the Business contrary contained herein or otherwise, prior to the Closing, without the prior written consent of the IASIS Parties, the MPT Parties shall not contact any vendor, customer, physician or other healthcare provider of the IASIS Parties without the written consent of the IASIS Parties, other than any such contact not involving the transactions contemplated by this Agreement and (B) Sellers the other Transaction Documents, and provided that IASIS shall have the right to withhold have a representative present during any information relating such contact in the event that its consent is required and it consents 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellerssuch contact.

Access to Information. From the date of the Original this Agreement until the ClosingEffective Time, upon reasonable noticeadvanced notice and during normal business hours, Sellers the Company shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel each other Acquired Company to (i) afford Buyer give Parent and its authorized representatives Representatives reasonable access to the offices, properties and properties, books and records of the BusinessAcquired Companies, and (ii) furnish to the officers, employees, Parent and authorized agents and representatives of Buyer its Representatives such additional financial and operating data and other information regarding relating to the Business Acquired Companies as such Persons may reasonably request and (or copies thereofiii) as Buyer may from time instruct the employees, counsel and financial advisors of the Acquired Companies to time reasonably request, cooperate with Parent in each case, solely for purposes its investigation of Buyer’s integration planningthe Acquired Companies; 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) 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 documents or information or (c) access to a Contract to which the Company or any of its 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 furnishing 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 conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations conduct of the Business business of the Acquired Companies and may be limited any access to the extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety property of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect Acquired Company must comply with Company’s reasonable security and insurance requirements, may not unreasonably interfere with any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date Acquired Company’s use of the Original Agreementproperty. Notwithstanding the foregoing, (A) Buyer Parent shall not have access to (x) personnel records of the Transferred Employees Acquired Companies relating to individual performance or evaluation records, medical histories or other information that which in Sellers’ the Company’s good-faith opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers the Company 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. (a) From the date of the Original Agreement hereof until the ClosingClosing Date, upon reasonable noticeprior notice (or, Sellers shall with respect to access to employees, as may otherwise be agreed to by the parties), Parent shall, and shall cause their each of the Sellers, the Companies and the Transferred Subsidiaries and any such Person’s respective officersRepresentatives to, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer the Acquiror and its authorized representatives the Representatives of the Acquiror timely and reasonable access access, during normal business hours, to the offices, properties properties, books, data, files, information, records and books employees of the Parent, the Sellers and records their respective Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives Representatives of Buyer the Acquiror such additional financial and operating data data, investment activity reports and other information regarding the Companies, the Transferred Subsidiaries and the Business (and their personnel as the Acquiror or copies thereof) as Buyer 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 each caseconnection with the Acquiror’s preparation to integrate the Companies, solely for purposes of Buyerthe Transferred Subsidiaries and the Business and their personnel into the Acquiror’s integration planningorganization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in connection therewith; provided, however, that nothing herein shall require the Parent, any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited to the extent such accessSellers, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their the Companies or any of the Transferred Subsidiaries, or any of such Person’s respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such disclosure woulddata 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 violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Parent, the Sellers, the Companies, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, 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. The Parent shall, and shall cause the Sellers, the Companies and the Transferred Subsidiaries to, promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement, in Sellers’ sole discretion, (i) cause significant competitive harm form and substance reasonably acceptable to the Business if Acquiror and the transactions contemplated hereby are not consummatedParent, (ii) jeopardize with any attorney-client one or other legal privilege or (iii) contravene more of the Parent, the Sellers, the Companies and the Transferred Subsidiaries with respect to any applicable Laws, fiduciary duty or binding agreement entered into prior information to be provided to the date Acquiror pursuant to this Section 5.02(a). Any information provided pursuant to this Section 5.02(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 Original AgreementAcquiror or its Representatives in connection with this Section 5.02(a). Notwithstanding The Acquiror shall indemnify and hold harmless the foregoingParent, 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) Buyer shall not have access any personally identifiable information relating to (x) personnel records Employees, Brokers, policyholders or customers of any of the Companies or any 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business Subsidiaries and (B) Sellers shall have any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the right to withhold Acquiror or any information relating of its Affiliates or Representatives is afforded access pursuant to the sale process terms of this Agreement, solely to the extent any such Losses are the result of the Business and information and analysis relating theretoAcquiror’s actions or omissions. Buyer shall hold in confidence all information so obtained in accordance with From the Confidentiality Agreement. In connection with Buyerdate hereof until the Closing Date, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable careParent shall, and shall cause its Affiliates each of the Sellers, the Companies and their respective Representatives to use reasonable carethe Transferred Subsidiaries to, and to not cause any damage deliver to the properties, assets Acquiror monthly financial reports and quarterly financial statements prepared in the Ordinary Course of Business by or offices on behalf of Sellersthe Companies or the Transferred Subsidiaries promptly following the preparation of such reports or financial statements.

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 of the Original execution of this Agreement until the Closingto have reasonable access, upon reasonable noticeduring regular business hours, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the officesproperties, properties and books and records in its possession or control relating to the Company as Buyer may reasonably request; 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 Business, Company and (ii) furnish 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 officersforegoing shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Agreement. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, employeesbooks, and authorized agents and representatives of Buyer such additional financial and operating data records, data, documents and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited relating to the extent such access, in light of COVID-19 Company and Sellers provided to Buyer or COVID-19 Measures, would jeopardize the health and safety of its Affiliates or any of their respective advisers or employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Company shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, discretion (iA) cause significant competitive harm to Sellers, the Business Company and their respective businesses if the transactions contemplated hereby by this Agreement are not consummated, (iiB) jeopardize any attorney-client or other legal privilege or (iiiC) contravene any applicable LawsLaw, fiduciary duty or binding agreement entered into prior to the date of the Original this 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From Subject to applicable Law and any applicable Order, between the date of this Agreement and the Original earlier of the Closing and the termination of this Agreement until the Closingpursuant to Article VII, upon reasonable notice, Sellers shall Parent shall, and shall cause their respective officersits Subsidiaries to, directors, employees, agents, representatives, accountants and counsel afford to (i) afford Buyer and its authorized representatives Representatives reasonable access during normal business hours to the offices, properties and books Business Records (other than any of the foregoing to the extent related to the negotiation and records execution of this Agreement, any other Transaction Document or the Transactions or any proposals to or from other parties relating to any competing or alternative transactions) of the Business, and (ii) furnish to the officers, employeesParent shall, and authorized agents shall cause its Subsidiaries to, furnish promptly to Buyer and representatives of Buyer its Representatives such additional financial and operating data and other information regarding concerning the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, provided that Buyer and its Representatives shall conduct any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, activities in such a manner as not to interfere unreasonably with the normal business or operations of Parent and its Subsidiaries; provided, however, that (x) Parent and its Subsidiaries shall not be obligated to provide such access or information if Parent determines, in its reasonable judgment, that doing so would reasonably be expected to (i) result in the Business and disclosure of trade secrets or competitively sensitive information to third parties, (ii) violate applicable Law, an applicable Order or a Contract or obligation of confidentiality owing to a third party, (iii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (iv) be adverse to the interests of Parent or any of its Subsidiaries in any pending or threatened Action or (v) expose Parent or any of its Subsidiaries to risk of liability for disclosure of sensitive, personal or other information, (y) any physical access may be limited to the extent Parent determines in good faith that such access, limitation is necessary in light of COVID-19 or any COVID-19 Measures, including if providing such access would reasonably be expected to jeopardize the health and safety of any employee of their respective employees Parent or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers of its Subsidiaries and (z) Parent and its Subsidiaries shall not be required to disclose provide any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client access or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate unrelated to the Business or the Transactions; provided, further, that in the case of clause (x)(ii) or (x)(iii) above, the parties shall reasonably cooperate in seeking an alternative means whereby Buyer and (B) Sellers its Representatives are provided access to such information in a manner that does not violate such Law, Order, Contract or obligation or jeopardize such privilege or protection. All requests for information made pursuant to this Section 4.03 shall have the right to withhold any information relating be directed to the sale process Person designated by Parent. Until the Closing, all information provided to Buyer or its Representatives pursuant to this Section 4.03 will be subject to the terms of the Business letter agreement dated as of July 12, 2021 by and information among Parent and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with WME IMG Global LLC (the “Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers”).

Access to Information. From Subject to the last sentence of this Section 6.04, from the date of the Original Agreement hereof until the ClosingEffective Time and subject to Applicable Law and the Confidentiality Agreement, upon reasonable written prior notice, Sellers the Company shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer give to Parent, its counsel, financial advisors, auditors and its other authorized representatives Representatives reasonable access during normal business hours to the offices, properties and properties, books and records of the BusinessCompany and its Subsidiaries, and (ii) furnish to the officersParent, employeesits counsel, financial advisors, auditors and other authorized agents and representatives of Buyer Representatives such additional financial and operating data and other information regarding as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Business (or copies thereof) as Buyer may from time Company and its Subsidiaries. Any investigation pursuant to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information this Section 6.04 shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations conduct of the Business business of the Company 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 Representativesits Subsidiaries. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 6.04 shall affect or other information received by Buyer shall operate as a waiver be deemed to modify any representation or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementany party hereunder. Notwithstanding anything herein to the contrary in this Agreementcontrary, Sellers under no circumstances shall not the Company, its Subsidiaries or their respective Representatives be required to disclose furnish any person with, or be required to provide access to any person to, information about the Company or any of its Subsidiaries that is prohibited by any Applicable Law or contractual restraint enforceable upon the Company or any of its Subsidiaries, or where such access to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm information would reasonably be expected to involve the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize waiver of any attorney-client privilege; provided that, in each such case, the Company shall use commercially reasonable efforts to obtain any required consent or other legal privilege or develop alternative arrangements (iiiincluding, in the case of access that would reasonably be expected to involve the waiver of any attorney-client privilege, entry into a joint defense agreement) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior reasonably acceptable to the date Company and Parent so that such information can be furnished to Parent in a manner that does not violate any Applicable Law or contractual restraint or involve the waiver 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersattorney-client privilege.

Access to Information. From the date hereof until the earlier of the Original Effective Time and the termination of this Agreement until in accordance with its terms, and subject to Applicable Law, Data Privacy and Security Requirements, the Closingterms of the Confidentiality Agreement, dated as of October 2, 2023, between the Company and Parent, as amended on the date hereof (the “Confidentiality Agreement”), the terms of the Clean Team Confidentiality Agreement, dated as of December 11, 2023, between the Company and Parent (the “Clean Team Agreement”), the Common Interest Agreement, dated as of December 21, 2023, between the Company and Parent (the “Common Interest Agreement”), and the Data Transfer Agreement, dated as of December 20, 2023, between the Company and Parent (the “Data Transfer Agreement”), upon reasonable advance notice, Sellers shall the Company shall, at Parent’s sole cost and shall cause their respective officersexpense (with respect to the Company’s reasonable, directorsdocumented, employeesout-of-pocket costs and expenses incurred in connection herewith): (a) give Parent, agentsits counsel, representativesfinancial advisors, accountants auditors and counsel to (i) afford Buyer and its other authorized representatives Representatives reasonable access during normal business hours of the Company to the offices, properties and properties, books and records of the Business, Company and its Subsidiaries; (iib) furnish to the officersParent, employeesits counsel, financial advisors, auditors and other authorized agents and representatives of Buyer Representatives such additional financial and operating data, personnel records, human resources data and other information regarding the Business (or copies thereof) as Buyer Parent may from time to time reasonably request; and (c) cause the employees, and direct counsel, financial advisors, auditors and other authorized Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in each case, solely for purposes its investigation of Buyer’s integration planning; provided, however, that any such access or furnishing of information the Company and its Subsidiaries. Any investigation pursuant to this Section 6.02 shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations conduct of the Business business of the Company and may its Subsidiaries, shall be limited subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or inspection. No investigation pursuant to this Section 6.02 shall cure any breach of, or non-compliance with, any other provision of this Agreement or limit the remedies available to any party. Notwithstanding the foregoing provisions of this Section 6.02, and without limiting Section 6.03, nothing in this Section 6.02 shall require the Company to grant access to, or to disclose or make available, any documents or information to Parent or any other Person if such access or disclosure would (w) relate to an Acquisition Proposal, an Adverse Recommendation Change, a Superior Proposal or an Intervening Event (except 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything required pursuant to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretionSection 6.03), (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (iix) jeopardize any attorney-client privilege, work-product doctrine or other applicable legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior so long as the Company has reasonably cooperated with Parent to the date of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have permit 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 liabilitysuch information on a basis that does not waive such privilege or protection with respect thereto), (y) contravene or result in a violation, default or breach of any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing Applicable Law or (z) such access or disclosure would result in the disclosure of any information trade secret to a third party. Information disclosed pursuant to this Section 6.02 may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return the Company determines doing so may be reasonably required for the purpose of Sellers or their Affiliates that do not relate complying with Applicable Law. With respect to the Business information disclosed pursuant to this Section 6.02, Parent shall comply with, and (B) Sellers shall have the right instruct Parent’s Representatives to withhold any information relating to the sale process comply with, all of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with its obligations under the Confidentiality Agreement. In connection with Buyer, its Affiliates the Clean Team Agreement, the Common Interest Agreement and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersData Transfer Agreement.

Access to Information. (a) From the date time this Agreement is signed by all of the Original Agreement parties hereto until the Closing, upon Parent shall use its commercially reasonable notice, Sellers shall efforts to cause the Companies and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer the Purchasers and its their authorized representatives reasonable access access, subject to the officesConfidentiality 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 books and records Records of the Businesseach Company, and (ii) furnish make available to the officers, employees, and authorized agents and representatives of Buyer the Purchasers, on Parent’s premises, such additional financial and operating data and other information regarding the Business Companies (or copies thereof) as Buyer any Purchaser may from time to time reasonably request, solely to the extent such access is available to Parent in each case, solely for purposes the ordinary course of Buyer’s integration planningbusiness and can be provided to the Purchasers without any violation of Law or breach of Contract; provided, however, that that: (A) any such access or furnishing of information availability shall be conducted provided at Buyer’s expensethe expense of the Purchaser(s) requesting such access or available, during normal business hourshours upon reasonable advance notice to Parent, under the supervision of Sellers’ personnel, Parent’s personnel and in such a manner as not to interfere with the normal operations of the Business Companies; (B) all requests by the Purchasers for access or availability pursuant to this Section 5.02 shall be submitted or directed exclusively to an individual to be designated by Parent; and may (C) Parent and the Companies shall not be limited required to provide any Books and Records or reports based thereon that they do not maintain or prepare in the extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any ordinary course of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementbusiness. Notwithstanding anything to the contrary in this Agreement, Sellers Parent shall not be required to disclose any information to Buyer the Purchasers if such disclosure would, in Sellers’ Parent’s sole discretion, (i) cause significant competitive harm to Parent or the Business Companies and their respective businesses if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable LawsLaw, fiduciary duty or binding agreement entered into prior to the date of the Original this 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From the date of the Original this Agreement until the Closing, upon reasonable notice, Sellers the Company shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer Parent and its TopCo Parent and their authorized representatives Representatives reasonable access to the offices, properties and books and records of the Business, Company and its Subsidiaries and (ii) furnish to the officers, employees, authorized Representatives of Parent and authorized agents and representatives of Buyer TopCo Parent such additional financial and operating data and other available information regarding the Business Company and its Subsidiaries (or copies thereof) ), as Buyer Parent may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, provided that (x) any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, hours in such a manner as not to unreasonably interfere with the normal operations of the Business Company and may be limited to its Subsidiaries and (y) neither TopCo Parent nor Parent shall, and shall cause their respective Representatives not to, contact any of the extent customers, distributors or suppliers of any Company Entity, other than any such accesscustomers, distributors or suppliers that are also customers, distributors or suppliers of Parent or TopCo Parent, in light of COVID-19 connection with the Contemplated Transactions, whether in person or COVID-19 Measuresby telephone, would jeopardize the health and safety of any of their respective employees mail, or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representationmeans of communication, warranty or agreement given or made by Sellers in this Agreementwithout the specific prior written authorization of the Company. Notwithstanding anything to the contrary in this Agreement, Sellers the Company shall not be required to provide any access or disclose any information to Buyer Parent and TopCo Parent or their respective Representatives if such disclosure wouldcould reasonably be expected to (A) jeopardize, or result in Sellers’ sole discretiona loss or waiver of, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iiiB) contravene any applicable Laws, Applicable Law or fiduciary duty or binding agreement entered into prior duty; provided that the Company shall give notice to the date Parent of the Original Agreement. Notwithstanding the foregoing, fact that it is withholding such access or information pursuant to clauses (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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers of this Section 7.02 and thereafter Parent and the Company shall have the right use their respective commercially reasonable efforts to withhold any information relating cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege or contravene such Applicable Law or fiduciary duty. Notwithstanding anything to the sale process contrary in this Agreement, neither Parent, TopCo Parent nor any 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 and their respective Representatives carrying out shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the activities contemplated under this Section 6.04prior written consent of the Company, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to which consent may not cause any damage to the properties, assets or offices of Sellersbe unreasonably withheld.

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, the Original Agreement until Company and Parent shall, to the Closingextent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, Sellers shall and shall cause their respective to its officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books offices and records of the Business, and (ii) furnish to the officers, employees, agents, properties and authorized agents offices of its Subsidiaries and representatives to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of Buyer such additional financial and operating data and other information regarding the Business (or copies thereofits Representatives to) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner conduct itself so as not to interfere with in the normal operations conduct of the Business business of the other party hereto and may be limited its Subsidiaries prior to Closing. From the date hereof to the extent 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 accessother party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, in light of COVID-19 or COVID-19 Measures, would jeopardize unless the health and safety of such party otherwise expressly consents with respect to any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementspecific contact. Notwithstanding anything to the contrary set forth in this Agreement, Sellers 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 to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm if doing so could violate any Contract to the Business if the transactions contemplated hereby are not consummated, which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) jeopardize which such party or any of its Affiliates 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); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of its Affiliates believes in good faith that any such disclosure may result in a loss of the Original Agreement. Notwithstanding ability to successfully assert a claim of privilege, the foregoing, (A) Buyer Company and Parent shall not have access use commercially reasonable efforts to (x) personnel records of the Transferred Employees relating cooperate and explore in good faith whether a method could be used to individual performance permit disclosure by such party 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellerswithout waiving such privilege.

Access to Information. From the date of the Original Agreement until the ClosingThe Company shall, upon reasonable notice, Sellers shall and shall cause their respective each of its Subsidiaries to, afford to Parent and its officers, directors, employees, accountants, consultants, agents, representativeslegal counsel, accountants financial advisors and counsel to other representatives (i) afford Buyer and its authorized representatives reasonable access collectively, the “Representatives”), during the period prior to the offices, properties and books and records earlier of the BusinessEffective Time and the termination of this Agreement pursuant to the terms of Section 7.1 of this Agreement, and (ii) furnish reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, and authorized agents and representatives of Buyer such additional financial and operating data agents, properties, offices and other facilities of the Company and its Subsidiaries and to their books, records, contracts and documents and shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to the Parent and its Representatives such information regarding concerning the Business (or copies thereof) Company’s and its Subsidiaries’ business, properties, contracts, records and personnel as Buyer may be reasonably requested, from time to time reasonably requesttime, in each case, solely for purposes by or on behalf of Buyer’s integration planningthe Parent; provided, however, that any such access or furnishing of information pursuant to this Section 5.2 shall be conducted at Buyer’s expense, during normal business hours, under coordinated through one of the supervision individuals listed on Schedule 5.2 of Sellers’ personnel, the Company Disclosure Letter. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the normal business or operations of the Business Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and may be limited to timely discharge by the extent such access, in light employees of COVID-19 or COVID-19 Measures, would jeopardize the health Company and safety of any its Subsidiaries of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementnormal duties. Notwithstanding anything to the contrary in foregoing provisions of this AgreementSection 5.2, Sellers the Company shall not be required to, or to disclose cause any of its Subsidiaries to, grant access or furnish information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm Parent or any of its Representatives to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any extent that such information is subject to an attorney-/client or other legal attorney work product privilege or (iii) contravene any applicable Laws, fiduciary duty that such access or binding agreement entered into prior to the date furnishing of the Original Agreementsuch information is prohibited by law or an existing contract or agreement. Notwithstanding the foregoing, (A) Buyer Parent shall not have access to (x) personnel records of the Transferred Employees Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in Sellers’ the Company’s good faith opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers the Company or any of its Subsidiaries to risk of liability. Parent agrees that it will not, (y) any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) and will cause its Representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process consummation of the Business Transactions. The Confidentiality Agreement dated as of June 1, 2007 between an Affiliate of Parent and information the Company (the “Confidentiality Agreement”) shall survive the execution and analysis relating thereto. Buyer delivery of this Agreement and, subject to Section 7.2, shall hold in confidence apply to all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets furnished thereunder or offices of Sellershereunder.

Access to Information. From the date of the Original Agreement until the Closing(a) Upon reasonable notice to Lafite, upon reasonable noticeLafite and its Subsidiaries shall, Sellers shall and shall cause their respective officers, directors, employeesemployees and other Representatives to, agentsafford Tempranillo’s officers and other authorized Representatives access as requested by Tempranillo, representativesduring normal business hours throughout the Pre-Closing Period, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the officestheir respective Representatives, properties and books and records of the Business, and (ii) furnish to the officers, employees, properties, assets, facilities, books, Contracts, Permits, records (including Tax Returns), reports, correspondence and authorized agents any other documents and representatives information of Buyer such additional financial Lafite and its Subsidiaries (whether in physical or electronic form) and shall furnish Tempranillo all financial, operating and other data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably requestinformation, in each case, solely for purposes of Buyer’s integration planning; providedas Tempranillo through its officers, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the 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 Representatives. No investigation by Buyer , may reasonably request; provided however, that notwithstanding the foregoing or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Sellers Lafite and its Subsidiaries shall not be required to create any financial, operating or other data and information, or any business plans, forecasts, projections or other similar analyses, that Lafite does not prepare in the ordinary course of its business outside the context of this Agreement and the Transactions. Notwithstanding the foregoing, neither Lafite nor any of its Subsidiaries shall be required to disclose any information to Buyer if Tempranillo to the extent Lafite determines, in its good faith judgment, such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to would jeopardize the Business if the transactions contemplated hereby are not consummatedattorney-client privilege or work product protection, (ii) jeopardize any attorney-client or other legal privilege would reasonably be expected to result in a loss of Trade Secret protection, or (iii) would contravene or violate any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoing, Applicable Law; provided that Lafite shall use its reasonable best efforts (A) Buyer shall to allow for such access or disclosure in a manner that does not have access to (x) personnel records result in a loss of the Transferred Employees relating to individual performance attorney-client privilege 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Tempranillo and Lafite. With respect to all information provided to Tempranillo or any of its Representatives by Lafite or any of its Representatives in connection with this Agreement and the right to withhold consummation of the Transactions (including any information relating disclosed pursuant to the sale process this Section 6.05) Tempranillo shall comply with and shall instruct its Representatives to comply with, all of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with its obligations under the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of the Original Agreement until the Closingthis Agreement, upon reasonable notice, Sellers the Company shall (and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (iits Subsidiaries to) afford Buyer Parent’s officers and its Parent’s other authorized representatives Representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expenseaccess, during normal business hours, under the supervision of Sellers’ to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in such a manner effect as not to interfere with the normal operations of the Business date hereof, (b) to provide access to or otherwise make available or furnish any information if and may be limited to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in light the judgment of COVID-19 the Company based on advice of outside counsel, violate any Applicable Law or COVID-19 Measures(d) as determined by the Company in consultation with Parent in good faith, would jeopardize the health and safety of any employee of their respective employees the Company of its Subsidiaries in light of the COVID-19 virus or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this AgreementCOVID-19 Measures. Notwithstanding anything herein to the contrary contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, Sellers and shall not provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be required to disclose any directed the Persons designated by the Company. All such information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client provided by or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date behalf of the Original Agreement. Notwithstanding the foregoing, (A) Buyer Company or its Subsidiaries pursuant to this Section 6.05 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 be kept confidential in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From (a) Except as prohibited by applicable Law, during the period from the date hereof until the earlier of the Original Effective Time and the termination of this Agreement until in accordance with its terms, and in all cases subject to the ClosingConfidentiality Agreement, upon reasonable notice, Sellers the Company shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer give to Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and its other authorized representatives reasonable access during normal business hours to the offices, properties properties, facilities, assets, books, records, Service Providers and books and records agents of the BusinessCompany and its Subsidiaries in a manner that does not unreasonably interfere in any material respect, and (ii) furnish to the officersParent, employeesits counsel, and authorized lenders, financial advisors, accountants, consultants, agents and other authorized representatives of Buyer such additional financial and operating data and other information regarding (including the Business (or copies thereofwork papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as Buyer such Persons may from time reasonably request and (iii) instruct the Service Providers, counsel, financial advisors, accountants, consultants, agents and other authorized representatives of the Company and its Subsidiaries to time reasonably request, cooperate with Parent in each case, solely for purposes its non-invasive investigation of Buyer’s integration planningthe Company and its Subsidiaries; provided, however, that any such access or furnishing of shall be afforded and any such information shall be conducted furnished at BuyerParent’s expenseexpense; and provided, during normal business hours, further that the parties hereto shall act in good faith in all respects in the performance of the obligations under this Section 5.02(a). Information obtained by the Parent or Merger Sub pursuant to this Section 5.02(a) will constitute confidential information under the supervision Confidentiality Agreement and will be subject to the provisions of Sellers’ personnel, the Confidentiality Agreement. Any investigation pursuant to this Section 5.02 shall be conducted in such a manner as not to interfere unreasonably with the normal operations conduct of the Business business of the Company 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 Representativesits Subsidiaries. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.02 shall affect or other information received by Buyer shall operate as a waiver be deemed to modify any representation or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersCompany hereunder.

Access to Information. From the date of and after the Original Agreement Date until the Closingearlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance notice, Sellers and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel provide to (i) afford Buyer Parent and its authorized representatives reasonable access to the offices, properties and all books and records of the Business, Group Companies and (ii) furnish to the all officers, employeesdirectors, and authorized agents and representatives of Buyer such additional financial and operating data employees and other information regarding personnel of the Business (or copies thereof) as Buyer may from time to time reasonably requestGroup Companies, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, hours (in such a manner so as to not to interfere with the normal business operations of any Group Company). From and after the Business date immediately following the expiration or termination of the waiting period under the HSR Act (or any other Antitrust Law), (a) the Company shall permit a limited number of authorized representatives of Parent to attend any and may 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 limited entitled to require that any representative(s) of Parent recuse themselves from any portion of any such meeting, and the Group Companies shall be entitled to redact or withhold any such materials or communications, to the extent that the representative(s)’ participation in the portion of such accessmeeting, 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 Group Companies under contracts with third parties and (b) solely to the extent permitted by applicable Law, Parent and its authorized representatives shall be permitted to offer advice and guidance to the 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 light no event shall the Group Companies be obligated to follow or implement any such advice or guidance. All of COVID-19 or COVID-19 Measuressuch information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, would jeopardize the health and safety provisions of any of their respective employees or other Representatives. No investigation which are by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementreference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, Sellers the Company shall not be required to disclose any information to Buyer Parent (including pursuant to Section 6.1) if such disclosure would, in Sellers’ sole discretion, would be reasonably likely to (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (iix) jeopardize any attorney-client or other legal privilege or privilege, (iiiy) contravene any applicable 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 Laws or (z) breach any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process confidentiality obligations of the Business and information and analysis relating thereto. Buyer Group Companies under contracts with third parties; provided, however, that the Company shall hold notify Parent in confidence all information so obtained in accordance writing with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under a general description of each item not disclosed pursuant to this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersclause.

Access to Information. From (a) Prior to the date of the Original Agreement until the ClosingClosing Date, upon reasonable noticenotice to the Company (and, Sellers shall with respect to sensitive information of the Company, its Subsidiaries and shall cause the Affiliated Medical Practices with respect to their respective operations or business opportunities directly competitive with Parent or any of Parent’s Subsidiaries, upon the consent of the Company, not to be unreasonably withheld), Parent shall be entitled, through its officers, directorsemployees and representatives (including its legal advisors and accountants), employeesto make such investigation of the properties, agentsbusinesses and operations of the Company, representatives, accountants its Subsidiaries and counsel to (i) afford Buyer the Affiliated Medical Practices and its authorized representatives reasonable access to such examination of the offices, properties and books and records of the BusinessCompany, its Subsidiaries and (ii) furnish the Affiliated Medical Practices as it reasonably requests and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and authorized agents and other representatives of Buyer the Company, its Subsidiaries and the Affiliated Medical Practices to cooperate with Parent and Parent’s representatives in connection with such additional financial investigation and operating data examination, and other Parent and its representatives shall cooperate with the Company, its Subsidiaries and the Affiliated Medical Practices and their respective representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company, its Subsidiaries and the Affiliated Medical Practices. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries or the Affiliated Medical Practices shall be required to provide access to or to disclose information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any where such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited to the extent such access, in light of COVID-19 or COVID-19 Measures, disclosure would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to violate or prejudice the Business if the transactions contemplated hereby are not consummatedrights of its customers, (ii) jeopardize any waive the attorney-client privilege of the institution in possession or other legal privilege or control of such information, (iii) contravene any applicable LawsLaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement in the Original Agreement. Notwithstanding Ordinary Course of Business or (iv) be adverse to the foregoing, (A) Buyer shall not have access to (x) personnel records interests of the Transferred Employees relating to individual performance Company, any of its Subsidiaries or evaluation records, medical histories any of the Affiliated Medical Practices in any pending or other information threatened litigation between the parties hereto over the terms of this Agreement; provided 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 clauses (zi), (ii) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (Biii) Sellers shall have above, the right Company has used its commercially reasonable efforts to withhold any provide the requested information relating to the sale process of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained a way that would not result in accordance with the Confidentiality Agreement. In connection with Buyersuch violation, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04waiver or contravention, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersas applicable.

Access to Information. (a) From the date of the Original Agreement hereof until the ClosingClosing Date, upon reasonable noticeprior notice (or, Sellers shall with respect to access to employees, as may otherwise be agreed to by the parties), the Seller and the Parent shall, and shall cause their each of the Company and the Transferred Subsidiaries and any such Person’s respective officersRepresentatives to, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer the Acquiror and its authorized representatives the Representatives of the Acquiror reasonable access access, during normal business hours, to the offices, properties properties, books, data, files, information, records and books employees of the Seller, the Parent and records their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives Representatives of Buyer the Acquiror such additional financial and operating data data, investment activity reports and other information regarding the Company, the Transferred Subsidiaries and the Business (and their personnel as the Acquiror or copies thereof) as Buyer its Representatives may from time to time reasonably requestrequest and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in each caseconnection with the actions contemplated in Section 7.01 of this Agreement and with the Acquiror’s preparation to integrate the Company, solely for purposes of Buyerthe Transferred Subsidiaries and the Business and their personnel into the Acquiror’s integration planningorganization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in connection therewith; provided, however, that nothing herein shall require either the Seller, the Parent, the Company or any of the Transferred Subsidiaries, or any such access or furnishing of information shall be conducted at BuyerPerson’s expenserespective Representatives, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such disclosure woulddata 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 violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Seller, the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Seller, 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. The Seller and the Parent shall, and shall cause the Company and the Transferred Subsidiaries, to promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Seller or the Parent, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Seller, the Parent, the Company and the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 6.03(a). Any information provided pursuant to this Section 6.03(a) shall be subject to the Confidentiality Agreements. The Acquiror shall reimburse the Seller, the Parent and their respective Affiliates, in Sellers’ sole discretioncash, (i) cause significant competitive harm 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 Business if the transactions contemplated hereby are not consummatedAcquiror’s use, (ii) jeopardize any attorney-client storage or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date handling of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have access any personally identifiable information relating to (x) personnel records Employees, Brokers, policyholders or customers of the Company or any 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business Subsidiaries and (B) Sellers shall have any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the right to withhold Acquiror or any information relating of its Affiliates or Representatives is afforded access pursuant to the sale process terms of this Agreement, solely to the extent any such Losses are the result 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets Acquiror’s actions or offices of Sellersomissions.

Access to Information. From the date of the Original Agreement hereof until the ClosingEffective Time and subject to Applicable Law and the Confidentiality Agreement, upon reasonable notice, Sellers the Company shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer give to Parent, its counsel, financial advisors, auditors and its other authorized representatives reasonable access (during regular business hours upon reasonable notice) to the offices, properties and properties, books and records of the BusinessCompany and its Subsidiaries, and (ii) furnish to the officersParent, employeesits counsel, financial advisors, auditors and other authorized agents and representatives of Buyer such additional financial and operating data and other information regarding as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation of the Business Company and its Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, the Company shall not be required to (A) furnish, or copies thereofprovide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement or a similar agreement with the Company with respect to such information or (B) provide access to or furnish any information if doing so would violate any Contract, or where such access to information would involve the waiver or loss of an attorney-client or work product privilege so long as Buyer may from time the Company has reasonably cooperated with Parent to time reasonably requestpermit such inspection of, in each caseor to disclose such, solely for purposes of Buyer’s integration planninginformation on a basis that does not violate such Contract or compromise or waive such privilege with respect thereto; provided, however, that any such access or furnishing of and information shall be conducted at Buyer’s expensedisclosed or granted, during normal business hoursas applicable, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited external counsel for Parent to the extent such accessreasonably required for the purpose of complying with applicable Antitrust Laws. With respect to any information disclosed pursuant to this Section 6.04, in light Parent and Merger Subsidiary shall comply with, and shall instruct their respective Representatives to comply with, all of COVID-19 their respective obligations under the Confidentiality Agreement or COVID-19 Measuresany similar agreement entered into between the Company and any Person to whom the Company or any of is Representative provides information pursuant to this Section 6.04, would jeopardize the health and safety of all information disclosed to Parent, Merger Subsidiary or any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer Representatives pursuant to this Section 6.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything be subject to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date terms 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 The confidentiality obligations set forth in the Confidentiality Agreement shall continue in full force and effect in accordance with Buyer, its Affiliates and their respective Representatives carrying out terms until the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause earlier of the Effective Time or the expiration of the Confidentiality Agreement according to its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersterms.

Access to Information. (a) From and after the date of the Original this Agreement until the Closingearlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company will (i) give Parent and Purchaser and their authorized Representatives reasonable access (during regular business hours upon reasonable notice, Sellers shall and shall cause their respective officers, directors, ) to such employees, agentsoffices, representativesand other facilities and to such books, contracts, commitments and records (including Tax Returns) of the Company as Parent may reasonably request and instruct the Company’s independent public accountants and counsel to (i) afford Buyer and its authorized representatives reasonable provide access to the officestheir work papers and such other information as Parent or Purchaser may reasonably request, properties and books and records of the Business, and (ii) permit Parent and Purchaser to make such inspections as they may reasonably require, (iii) furnish to the officers, employees, Parent and authorized agents and representatives of Buyer Purchaser with such additional financial and operating data and other information regarding with respect to the Business (business, properties and personnel of the Company as Parent or copies thereof) as Buyer Purchaser may from time to time reasonably requestrequest and (iv) furnish promptly to Parent and Purchaser a copy of each report, in each caseschedule and other document filed or received by the Company during such period pursuant to the requirements of the federal or state securities Laws, solely for purposes of Buyer’s integration planning; provided, however, that the foregoing shall not require the Company to disclose or provide access to the extent that such disclosure or access in the Company’s judgment (A) contravenes applicable Law, (B) causes a waiver of an attorney-client privilege or other privilege or loss of attorney work product protection, (C) violates a confidentiality obligation to any such access Person or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere (D) interferes unreasonably with the normal business and 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of the Original AgreementCompany. Notwithstanding the foregoing, (A) Buyer the Company shall not have access to (x) personnel records use commercially reasonable efforts from and after the date of this Agreement until the earlier 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 Effective Time or the termination of this Agreement in accordance with its terms to make appropriate substitute arrangements to permit reasonable disclosure not in violation of which could such Laws, agreements or duty and information shall be disclosed subject Sellers to risk execution of liabilitya joint defense agreement in customary form, (y) any real property owned or leased by Sellers and disclosure may be limited to external counsel for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information Parent, to the extent relating to any Excluded Assetthat the Company determines is reasonably required for the purpose of complying with the HSR Act, Excluded Liability the Xxxxxxx Act, the Xxxxxxx Act, the FTC Act or any Tax Return of Sellers Foreign Antitrust Law. No information or their Affiliates that do not relate knowledge obtained by Parent in any investigation pursuant to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer 5.03(a) shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives affect or be deemed to use reasonable care, and to not cause modify any damage to representation or warranty made by the properties, assets or offices of SellersCompany hereunder.

Access to Information. From the date of the Original Agreement until the ClosingThe Company shall, upon reasonable notice, Sellers shall and shall cause their respective officerseach of its Subsidiaries to, directors, employees, agents, representatives, accountants and counsel afford the Representatives of Parent reasonable access during normal business hours to (i) afford Buyer its and its authorized representatives reasonable access Subsidiaries’ properties, books and records (including Tax records and information to the officesextent 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 books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) personnel as Buyer Parent may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any (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 furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under if the supervision of Sellers’ personnelCompany determines, in such its reasonable judgment, that doing so would violate applicable Law or a manner as not Contract or obligation of confidentiality owing to interfere with a third party, jeopardize the normal operations protection 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or any other legal privilege privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (iiiany such information, the “Restricted Information”) contravene (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 applicable Lawsof 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, fiduciary duty or binding agreement further, that the Company may restrict the foregoing access to those Persons who have entered into prior or are bound by a confidentiality agreement with it or who are Representatives of Parent that are permitted to the date of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have access to (x) personnel records such information in accordance with the terms of the Transferred Employees relating to individual performance or evaluation recordsConfidentiality Agreement, 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) any information and to the extent relating required by applicable Law or Contract to which the Company or its respective Subsidiaries is a party. In conducting any Excluded Assetinspection of any properties of the Company and its Subsidiaries, Excluded Liability Parent and its Representatives shall not (i) unreasonably interfere with the business conducted at such property or (ii) damage any property or any Tax Return of Sellers or their Affiliates that do not relate portion thereof. Prior to the Business Effective Time, Parent and (B) Sellers its Representatives shall not have the right to withhold conduct environmental testing or sampling at any information relating to the sale process of the Business facilities or properties of the Company or any of its Subsidiaries. All information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) shall continue to be governed by the Confidentiality Agreement which shall remain in full force and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained effect in accordance with the Confidentiality Agreementits terms. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under Nothing in this Section 6.046.4 shall require the Company to permit the inspection of, Buyer shall exercise reasonable careor to disclose, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage Acquisition Proposals (except as required by Section 6.3) or any information regarding or related to the propertiesdeliberations of the Board of Directors of the Company with respect to the transactions contemplated by this Agreement, assets the entry into the Agreement or offices any materials provided to the Board of SellersDirectors of the Company in connection therewith.

Access to Information. From Subject to Applicable Law, from the date of the Original this Agreement until the ClosingEffective Time, upon reasonable noticenotice and during normal business hours, Sellers shall the Company shall, and shall cause their respective officerseach of its Subsidiaries to, directors, employees, agents, representatives, accountants and counsel to (ia) afford Buyer give Parent and its authorized representatives Representatives reasonable access to the offices, properties and books properties, books, contracts and records of the BusinessCompany and its Subsidiaries, and (iib) furnish to the officers, employees, Parent and authorized agents and representatives of Buyer its Representatives such additional financial and operating data and other information regarding relating to the Business Company and its Subsidiaries and their properties and businesses as Parent and its Representatives may reasonably request and (or copies thereofc) as Buyer may from time instruct the Representatives of the Company and its Subsidiaries to time reasonably request, cooperate with Parent in each case, solely for purposes its investigation of Buyer’s integration planningthe Company and its Subsidiaries; provided, however, that no investigation pursuant to this Section 7.04 shall affect or be deemed to modify any such access representation or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this AgreementCompany herein, Sellers and provided, further, that the Company and its Subsidiaries shall not be required to disclose provide access to any information to Buyer if such disclosure or documents which would, in Sellers’ sole discretion, the reasonable judgment of the Company (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummatedbreach any Contract with any Person, (ii) jeopardize any constitute a waiver of the attorney-client privilege held by any of the Company or other legal privilege or its Subsidiaries, (iii) contravene any applicable Laws, fiduciary duty violate Applicable Law or binding agreement entered into prior to (iv) unreasonably interfere with the date business and operations of the Original AgreementCompany 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 would not reasonably be expected to cause a breach, waiver, violation or interference). Any investigation pursuant to this Section 7.04 shall be conducted in such manner as not to unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. Notwithstanding the foregoing, (A) Buyer Parent shall not have access to (x) personnel records of the Transferred Employees Company and its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that information, 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) any information each case to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return the disclosure thereof would result in the violation of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersApplicable Law.

Access to Information. From (a) Prior to the date of the Original Agreement until the ClosingClosing and subject to applicable Laws and Section 6.4, upon reasonable noticePurchaser shall be entitled, Sellers shall and shall cause their respective through its officers, directorsemployees and Representatives (including its legal advisors and accountants), employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable have such access to the officesproperties, properties businesses and operations of the Company and its Subsidiaries and such examination of the books and records of the Business, Company and (ii) furnish its Subsidiaries as it reasonably requests upon reasonable advance written notice in connection with Purchaser’s efforts to consummate the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any Transactions. Any such access or furnishing of information and examination shall be conducted at Buyer’s expense, during normal regular business hours, hours and under the supervision of Sellers’ personnel, in such a manner as circumstances that do not to unreasonably interfere with the normal operations of the Business business and may shall be limited subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Company and its Subsidiaries to cooperate with Purchaser and Purchaser’s Representatives in connection with such access and examination, and Purchaser and its Representatives shall cooperate with the Company and its Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Any disclosure during such investigation by Purchaser or its Representatives shall not constitute any enlargement or additional representation or warranty of the Company beyond those specifically set forth in Article IV. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, that it (i) cause significant competitive harm relates to information with respect to the Business if negotiation of this Agreement and the transactions contemplated hereby are not consummatedTransactions, (ii) jeopardize any attorney-client or other legal privilege would unreasonably disrupt the operations of the Company and its Subsidiaries or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior would require the Company and its Subsidiaries 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 disclose information that in Sellers’ opinion (in their sole discretion) the reasonable judgment of the Company after consultation with counsel, is sensitive subject to attorney-client privilege or may conflict with any confidentiality obligations to which 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) any information to the extent relating to any Excluded Asset, Excluded Liability Company or any Tax Return of Sellers or their Affiliates its Subsidiaries is bound (provided that do not relate to the Business Company and (B) Sellers its Subsidiaries 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 and use their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise commercially reasonable care, efforts to provide such access and shall cause its Affiliates and their respective Representatives to use reasonable care, and to permit such examination in a manner that would not cause any damage to the properties, assets jeopardize such privilege or offices of Sellersconflict with such confidentiality obligations).

Access to Information. From During the date Pre-Closing Period, the Company shall (and shall cause each of its Subsidiaries to) afford to the Original Agreement until the ClosingBuyer’s officers, employees, accountants, counsel, Financing Sources, prospective Financing Sources and other representatives, reasonable access, upon reasonable notice, Sellers during normal business hours and in a manner that does not materially disrupt or interfere with business operations, to all of its properties, books, contracts, commitments, management personnel and records as the Buyer shall reasonably request, and, during such period, the Company shall (and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (ieach of its Subsidiaries to) afford Buyer and its authorized representatives reasonable access furnish promptly to the officesBuyer the information concerning its business, properties properties, assets and books and records of the Business, and personnel (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (than personnel or copies thereofmedical records) as the Buyer may from time to time reasonably request, subject in each caseall events to appropriate confidentiality restrictions. Any access provided to the Buyer or its representatives, solely for purposes its Financing Sources or prospective Financing Sources, or information provided by the Company or its Subsidiaries, shall not constitute any expansion of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations additional representations or warranties 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers Company beyond those specifically set forth in this Agreement. Notwithstanding anything The Buyer and its representatives, Financing Sources, and prospective Financing Sources shall hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement (or, in the case of persons not party to the contrary in this Confidentiality Agreement, Sellers such persons shall be made aware of such confidentiality obligations and the Buyer shall be responsible for any breaches thereof). Notwithstanding the foregoing, but subject to Section 6.12(d), the Company and its Subsidiaries shall not be required to provide the Buyer access to or disclose any information to Buyer if where such access or disclosure would, would result in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize loss of any attorney-client or other legal privilege or (iii) contravene be prohibited under applicable Law or by the terms of any applicable Laws, fiduciary duty Contract to which the Company or binding agreement entered into prior to any of its Subsidiaries is a party as of the date of the Original this Agreement. Notwithstanding In any such event, the foregoingCompany and its Subsidiaries shall use its reasonable efforts to communicate, (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) any information to the extent relating to feasible, the applicable information in a way that would not risk waiver of such privilege or violate such applicable Law or Contract, including entering into a joint defense agreement, common interest agreement or other similar arrangement. To the extent the Company or its Subsidiaries conducts any Excluded Assetphysical count of Inventory during the Pre-Closing Period, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers Company 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates Subsidiaries to afford the Buyer’s designated employees or other representatives the opportunity to be present and their respective Representatives to use reasonable care, observe such physical count of Inventory and to not cause shall provide the Buyer with at least 72 hours’ prior notice of any damage to the properties, assets or offices such physical counts of SellersInventory.

Access to Information. From During the date of Pre-Closing Period, the Original Agreement until the ClosingCompany shall afford to Parent and Parent’s Representatives, reasonable access, upon reasonable advance notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under to all of the supervision of SellersCompany’s and its Subsidiaries’ personnelproperties, offices, facilities, books, Contracts, management-level personnel and records (including Tax records, Tax Returns and accounting records) as Parent shall reasonably request, and, during such period, the Company shall furnish promptly to Parent any financial, operating and other data and information concerning its business, properties, assets and personnel as Parent may reasonably request. In addition, upon reasonable advance notice by the Parent, the Company shall provide Parent and its Representatives with reasonable access to the Company’s key suppliers, so long as a Representative designated in writing by the Company is permitted to be present. Any access provided to Parent or information provided by the Company (a) shall be conducted at the Buyer Parties’ sole expenses and in such a manner as not to unreasonably or materially interfere with the normal operations of the Business businesses of the Company and may be limited to its Subsidiaries, and (b) shall not constitute any expansion of or additional representations or warranties of 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers Company beyond those specifically set forth in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose Parent will hold any such information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) which 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 nonpublic in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection Notwithstanding the foregoing, the Company shall not have any obligation to provide Parent with Buyerany such access or information which, after being advised as such by legal counsel, the Company concludes in good faith cannot be disclosed without (i) violating applicable Law or other obligation of confidentiality, (ii) contravening any Contract entered into by the Company or its Affiliates Subsidiaries prior to the date of this Agreement, or (iii) violating the attorney-client privilege or attorney work-product privilege from disclosure of the Company or its Subsidiaries; provided, however, that the Company shall (x) notify Parent, as applicable, that such information cannot be disclosed without (i) violating applicable Law or the Company’s or any of its Subsidiaries’ obligations of confidentiality, (ii) contravening any Contract entered into by the Company or its Subsidiaries prior to the date of this Agreement, or (iii) violating the attorney-client privilege or attorney work-product privilege from disclosure of the Company or its Subsidiaries, (y) communicate to Parent in reasonable detail (A) the facts giving rise to such notification and their respective Representatives carrying out (B) the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, subject matter of such information (to the extent it is able to do so in accordance with the foregoing proviso) and shall cause its Affiliates and their respective Representatives to (z) use reasonable carebest efforts to identify and pursue a legally permissible method of providing such disclosure, and including in the case where such disclosures are reasonably likely to not cause violate the Company’s or any damage of its Subsidiaries’ obligations of confidentiality, using reasonable best efforts to the properties, assets or offices seek a waiver of Sellersany such obligations of confidentiality.

Access to Information. (a) From the date of the Original Agreement hereof until the Closing, Seller and Parent shall cause the Companies and Canadian Seller to promptly afford Purchaser and its Representatives, at Purchaser's sole expense, with reasonable access, during normal business hours and upon reasonable advance notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties properties, facilities, Books and books Records, Tax Returns (including Tax records) or other information reasonably requested by Purchaser and records of related to the Business, as Purchaser reasonably deems necessary or advisable, and to those employees and personnel of the Companies, Operating Company, Canadian Seller and Parent to whom Purchaser reasonably requests access, including access to personnel to facilitate the transition at Closing of functions relating to general ledger, accounts payable, payroll, purchasing and information systems relating to the Business, PROVIDED, HOWEVER, that (i) Seller and Parent may limit access to information, materials or data that relate to matters which it advises Purchaser in writing it has reasonably and in good faith determined, based upon advice of outside counsel, the disclosure thereof would violate any Laws and commercially reasonable arrangements cannot be effected to resolve such concerns of Law; (ii) furnish to neither Purchaser nor any of its Representatives shall unreasonably disrupt the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (personnel or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of Parent, Operating Company or 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretionCompanies, (iiii) cause significant until such time as the condition set forth in SECTIONS 7.1(e) and 7.2(j) hereof has been satisfied, Seller and Parent may reasonably limit access to customer pricing information and related terms, the disclosure of which would be reasonably likely to result in material competitive harm to the Business if the transactions contemplated hereby by this Agreement are not consummatedcompleted, (iiiv) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have Seller and Parent may limit access to (x) personnel records of the Transferred Employees relating information and materials which are subject to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in their sole discretion) is sensitive or a third party confidentiality agreement which would prohibit the disclosure of the information or materials which could subject Sellers has been requested by Purchaser PROVIDED that, upon request of Purchaser, Parent shall, and shall cause its Affiliates to, use commercially reasonable efforts to risk of liability, obtain a waiver to such confidentiality agreement from the other party thereto to permit such disclosure; and (yv) any real property owned Seller and Parent may reasonably limit access to Books and Records (or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (zportions thereof) any information to the extent relating such Books and Records (or portions thereof) do not relate in any manner to any Excluded Assetthe Business; PROVIDED, Excluded Liability that with respect to clause (v), Seller and Parent shall use their reasonable best efforts to separate or any Tax Return of Sellers or their Affiliates that extricate such data and materials which relate to the Business from the data and materials which do not relate to the Business and (B) Sellers shall have the right to withhold any information provide Purchaser with such data or materials relating to the sale process Business in usable electronic or hard copy form. The access and production of information and materials provided for in this SECTION 4.2(a) shall be coordinated by Andrxx X. Xxxxx, Xxce President - Corporate Development at Parent (the "COORDINATOR") or by such other person as the Coordinator designates from time to time and Purchaser and its Affiliates and Representatives will contact the Coordinator or persons designated by the Coordinator with respect to coordinating and obtaining such access or information and materials. No information or knowledge obtained in any investigation pursuant to this SECTION 4.2 shall affect or be deemed to modify any representation or warranty contained in the Agreement or the conditions to the obligations of the Business parties to consummate the transactions contemplated by this Agreement. All documents and information supplied to Purchaser by the Companies, Seller and analysis relating thereto. Buyer Parent under this SECTION 4.2 shall hold in confidence all information so obtained be kept confidential in accordance with the Confidentiality Agreement. In connection Agreement and SECTION 4.24 hereof; PROVIDED, that Purchaser's obligations under the Confidentiality Agreement with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage respect to the propertiesConfidential Information (as defined in the Confidentiality Agreement), assets which relates solely to the Business, Newco or offices of SellersAHCGC, shall terminate upon Closing.

Access to Information. From the date of the Original Agreement hereof until the Closing, upon reasonable noticeSeller shall, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to its Subsidiaries to: (ia) afford provide Buyer and its authorized representatives Representatives reasonable access to the offices, properties and books and records reasonable rights to inspect all of the Businessproperties, assets, documents and data related to the Purchased Assets; (b) furnish Buyer and its Representatives with copies of all books, records and documents and such other data and information related to the Purchased Assets as Buyer or any of its Representatives may reasonably request; and (iic) furnish instruct the Representatives of Seller and its Subsidiaries to cooperate with Buyer in its investigation of the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planningPurchased Assets; provided, however, that any such access or furnishing of information investigation shall be conducted at Buyer’s expense, during normal business hourshours upon reasonable advance notice to Seller, under the supervision of SellersSeller’s or its Subsidiaries’ personnel, personnel or their respective Representatives and in such a manner as not to interfere with the normal operations conduct of the Business and may be limited to the extent such access, in light businesses of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other RepresentativesSeller. No investigation All requests by Buyer for access pursuant to this Section 6.01 shall be submitted or directed exclusively to Xxxxxxxxx LLC or such other information received by Buyer shall operate individuals as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers Seller may designate in this Agreementwriting from time to time. Notwithstanding anything to the contrary in this Agreement, Sellers neither Seller nor its Subsidiaries shall not be required to disclose any information to Buyer if such disclosure wouldcould, in Sellers’ sole Seller’s reasonable discretion, : (ix) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, Seller and its businesses; (iiy) jeopardize any attorney-client or other legal privilege available to Seller or its Affiliates; or (iiiz) contravene violate any applicable LawsLaw, fiduciary duty or binding agreement entered into prior to the date of the Original this Agreement. Notwithstanding Prior to the foregoingClosing, (A) without the prior written consent of Seller, not to be unreasonably withheld or delayed, Buyer shall not have access to (x) personnel records contact any equity holder of, member of the Transferred Employees relating boards of directors of, employees of, agents of, suppliers to individual performance or evaluation recordscustomers of, medical histories Seller 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 theretoits Subsidiaries. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable careshall, and shall cause its Affiliates and their respective Representatives to, abide by the terms of the Mutual Confidentiality Agreement with respect to use reasonable care, and any access or information provided pursuant to not cause any damage to the properties, assets or offices of Sellersthis Section 6.01.

Access to Information. From (a) Subject to applicable Laws relating to the date exchange of information, from the Consent Delivery Date until the earlier of the Original Agreement until LMA Commencement Date and the ClosingClosing Date, upon reasonable notice, Sellers Parent shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer give Buyer, its counsel, financial advisors, auditors and its other authorized representatives reasonable access during normal business hours to Parent’s key employees (including the president and the chief financial officer of Broadcasting and the general manager, sales managers, business manager and chief engineer (or person holding a similar position) of each Station), and the offices, properties and properties, books and records of each Station, including access in connection with Section 5.02(e) and Section 5.08 of this Agreement and to conduct Phase I Environmental Site Assessments of the Businessproperties provided Buyer and its representatives may not conduct any environmental sampling or other intrusive investigation unless permitted by Seller in its sole discretion, and (ii) as promptly as practicable after the end of each month after the date of this Agreement, furnish to the officers, employees, and authorized agents and representatives Buyer (A) a monthly combined balance sheet of Buyer such additional financial and operating data and other information regarding the Business (without any allocations or copies thereofadjustments reflected on the balance sheets included in the Financial Statements) as and the related combined statement of operations and (B) monthly profit and loss statements for each of the Stations and (iii) instruct its key employees, counsel and financial advisors of Seller to cooperate with Buyer may from time in its activities and access pursuant to time reasonably request, in each case, solely for purposes of Buyer’s integration planningthis Section 5.02(a); provided, however, that any Buyer’s access pursuant to clause (i) shall be with Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed. All such requests for access shall be directed to Parent’s chief financial officer or furnishing of information his designee. Buyer’s activities and access pursuant to this Section 5.02(a) shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to unreasonably interfere with the normal operations conduct 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 the businesses or other Representativesoperations of Seller or any of its Affiliates. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers Parent shall not be required obligated to disclose any provide such access or information to Buyer if such disclosure wouldParent determines, in Sellers’ sole discretionits reasonable judgment, (i) cause significant competitive harm to that doing so would violate applicable Law, jeopardize the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any protection of an attorney-client or other legal privilege or (iii) contravene any applicable Lawsexpose Parent or its Subsidiaries to liability for disclosure of personal information. Until the Closing, fiduciary duty or binding agreement entered into prior the information provided will be subject to the date terms of the Original Agreement. Notwithstanding Confidentiality Agreement and, without limiting the generality of 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable carenot, and shall cause its Affiliates and their respective Representatives to representatives not to, use reasonable care, and to not cause such information for any damage purpose unrelated to the properties, assets or offices consummation of Sellersthe transactions contemplated hereby.

Access to Information. From Subject to currently existing contractual and legal restrictions applicable to the date of Company (which the Original Agreement until the ClosingCompany represents and warrants are not material with respect to TCI Group), and upon reasonable notice, Sellers the Company shall (and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (ieach TCI Group Member to) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, counsel, accountants and other authorized agents and representatives of Buyer Parent ("Parent Representatives") reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books and records (including, subject to execution of appropriate access letters, the work papers of independent accountants), such additional financial access not to unreasonably interfere with the Company's business or operations, and, during such period, shall (and operating data shall cause each of the TCI Group Members to) furnish promptly to such Parent Representatives all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any of the respective representations or warranties made by the Company. Subject to currently existing contractual and legal restrictions applicable to Parent (which Parent represents and warrants are not material), and upon reasonable notice, Parent shall (and shall cause its Significant Subsidiaries to) furnish to to officers, employees, counsel, accountants and other authorized representatives of the Company ("Company Representatives") such information regarding concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any of the Business (respective representations or copies thereof) warranties made by Parent. Each of Parent and the Company agrees that it will not, and will cause the Parent Representatives or Company Representatives, as Buyer the case may from time be, not to, use any information obtained pursuant to time reasonably requestthis Section 7.6 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. All information obtained pursuant to this Section 7.6 shall be subject to the Confidentiality Agreement, which shall remain in each casefull force and effect until consummation of the Merger or, solely if the Merger is not consummated, for purposes of Buyer’s integration planningthe period specified therein; provided, however, that any such access or furnishing of information neither Parent nor the Company shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, precluded 60 from making any disclosure which it deems required by law in such a manner as not to interfere connection with the normal operations Merger. All requests for access to the Company and the TCI Group Members pursuant to this Section 7.6 shall be made through the representatives of the Business Company named in Section 7.6 of the Company Disclosure Statement, 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any all requests for information to Buyer if such disclosure would, Parent and its Significant Subsidiaries pursuant to this Section 7.6 shall be made through the representatives of Parent named in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date Section 7.6 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersParent Disclosure Statement.

Access to Information. From the date of the Original this Agreement until the Initial Closing, subject to the requirements and limitations of applicable Law (including Antitrust Laws) and Orders, the Seller will allow the Purchaser and its Representatives, and potential financing sources, at the Purchaser’s sole expense and in accordance with the procedures to be agreed upon by the parties, access through an Authorized Seller Representative and upon reasonable noticenotice and during normal working hours to (a) such materials and information about the Business as the Purchaser may reasonably request, Sellers shall and shall cause their respective officers(b) specified members of management of the Business as the parties may reasonably agree. Notwithstanding the foregoing, directors, employees, agents, representatives, accountants the Purchaser expressly acknowledges and counsel to agrees that (i) afford Buyer and its authorized representatives reasonable during any period of regulatory review, including pursuant to applicable Antitrust Laws, access to materials and information about the offices, properties Business will be limited as required by applicable Law and books and records of the Business, Orders; and (ii) furnish to the officers, employeesit will not, and authorized agents and representatives will cause its Affiliates to not, contact or otherwise communicate with, either orally or in writing, any employee, officer, director, distributor, partner, customer or supplier of Buyer such additional financial and operating data and other information regarding the Business (including, for such purpose, any employee of the Acquired Companies or copies thereofthe Seller Group who provides any service to the Business) as Buyer without the prior written consent of the Seller, which consent may from time be provided by electronic mail confirmation by an Authorized Seller Representative. To the extent discussions with respect to time reasonably requestthe Contemplated Transactions with distributors, partners, customers or suppliers of the Business shall take place prior to the Initial Closing Date, the Seller shall be entitled to have a representative present in each case, solely for purposes of Buyer’s integration planning; provided, however, all such discussions. The Purchaser agrees that any such investigation undertaken pursuant to the access or furnishing of information granted under this Section 5.2 shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to unreasonably interfere with the normal operations operation of the Business or the other businesses of the Seller and may be limited its Affiliates. The investigation contemplated by this Section 5.2 shall not affect or otherwise diminish or obviate in any respect, or affect the Purchaser’s right to the extent such accessrely upon, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees the representations, warranties or other Representatives. No investigation by Buyer covenants of the Seller or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers the indemnification rights of the Purchaser contained in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers neither the Seller nor any of its Affiliates shall not be required to provide access to or disclose any information to Buyer if where such access or disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) would jeopardize any attorney-client or other legal privilege or contravene any applicable Laws or Orders and counsel has so advised the Seller or its Affiliates in writing, it being understood that the Seller shall use Reasonable Efforts to allow for such access or disclosure (iiior as much of it as possible) in a manner that does not jeopardize attorney-client privilege or contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From the date of the Original this Agreement until the Closing, upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford CECity will give Buyer and its authorized representatives Representatives reasonable access to the officesBooks and Records and to such personnel, offices and other facilities and properties of CECity and books and records to furnish such other information in respect of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives operation of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, howeverthat all requests for access pursuant to this Section 6.2 shall be made in writing and shall be directed to and coordinated with Xxxxxx Xxxxxxxxx or such person or persons as he/she shall designate; provided, further, that any such access or furnishing of information shall be conducted at Buyer’s expensea reasonable time, during normal business hoursupon reasonable advance notice to CECity, under the supervision of Sellers’ personnel, and in such a manner as not to interfere unreasonably with the normal operations operation of any business conducted by CECity; 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 confidentiality agreement dated May 4, 2015 between Buyer and may be limited to Deutsche Bank Securities Inc. on behalf of CECity (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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Agreement, Sellers neither CECity nor its Affiliates shall not be required to disclose to Buyer or its Representatives any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm related to the Business Sale Process or CECity or its Representatives’ evaluation thereof including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of business without being primarily prepared for the Sale Process, (ii) if doing so presents a reasonable risk of violating any Contract or Law to which CECity is a party 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, (iii) if CECity, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto or (iv) if CECity determines in good faith that such information is competitively sensitive. Prior to the Closing, Buyer and its Representatives shall contact and communicate with the employees, customers, and suppliers of CECity in connection with the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 only with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices prior written consent of SellersCECity.

Access to Information. (a) From the date of the Original Agreement hereof until the Closing, upon reasonable noticethe Company shall, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel the Included Subsidiary to (i) afford Buyer Parent and its authorized representatives reasonable Representatives full and free access to and the officesright to inspect all of the Real Property, properties and properties, assets, premises, books and records of the Businessrecords, Contracts and other documents and data related to each Company Entity, as applicable; (ii) furnish Parent and its Representatives with such financial, operating and other data and information related to each Company Entity as Parent or any of its Representatives may reasonably request; and (iii) instruct the officersRepresentatives of each Company Entity to cooperate with Parent in its investigation of the Company. Without limiting the foregoing, employeesthe Company shall, and authorized agents shall cause the Included Subsidiary to, permit Parent and representatives its Representatives to conduct environmental due diligence of Buyer such additional financial each Company Entity and operating data the Real Property, including the collecting and other information regarding analysis of samples of indoor or outdoor air and conducting a Phase I environmental site assessment performed in accordance with current ASTM standards, but expressly excluding any and all invasive testing, soil borings or any type of sampling or testing which breaks the Business (or copies thereof) as Buyer may from time plane of the Real Property without the Company’s prior written consent. Any investigation pursuant to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information this Section 5.02 shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations conduct of the Business and may be limited business of the Company. Notwithstanding anything to the extent contrary in this Agreement, no Company Entity shall be required to disclose (i) any information to Parent if such accessdisclosure would contravene any applicable Law, in light fiduciary duty or binding agreement entered into prior to the date of COVID-19 this Agreement, (ii) any information related to the Company Board or COVID-19 MeasuresSpecial Committee deliberations, would jeopardize or (iii) any information that could negatively affect any attorney-client privilege. Prior to the health and safety Closing, Parent shall not contact any suppliers to, or customers of, the business of any the Company Entities without the prior written consent of their respective employees or other Representativesthe Company, which consent shall not be unreasonably withheld. No investigation by Buyer Parent or other information received by Buyer Parent shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers the Company in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date exchange of information, each of the Original Agreement until Buyer and the ClosingSeller, upon reasonable noticefor the purposes of verifying the representations and warranties of the other and relating to the Merger and the other matters contemplated by this Agreement, Sellers shall shall, and shall cause each of their respective officerssubsidiaries to, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, accountants, counsel and authorized agents and other representatives of Buyer such additional financial and operating data and the other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably requestparty, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expenseaccess, during normal business hourshours during the period prior to the Effective Time, under the supervision to all of Sellers’ personnelits properties, in books, contracts, commitments and records, and, during such a manner as not to interfere with the normal operations period, each of the Business Buyer and may be limited the Seller shall, and shall cause their respective subsidiaries to, make available to the extent other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such accessperiod pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which the Buyer or the Seller, in light as the case may be, is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as such party may reasonably request. The Seller also shall provide the Buyer with reasonable access to the Seller's officers, employees and agents and with copies of COVID-19 or COVID-19 Measures, would jeopardize all periodic reports to the health and safety of Seller's senior management. Neither the Buyer nor the Seller nor any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer subsidiaries shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to provide access to or to disclose any information to Buyer if where such access or disclosure wouldwould violate or prejudice the rights of the Buyer's customers or the Seller's customers, in Sellers’ sole discretionas the case may be, (i) cause significant competitive harm to jeopardize the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilege of the institution in possession or other legal privilege control of such information or (iii) contravene any applicable Lawslaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of the Original this Agreement. Notwithstanding The parties hereto will make appropriate substitute disclosure arrangements, as permitted under applicable law, under circumstances in which the foregoing, (A) Buyer shall not have access to (x) personnel records restrictions 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellerspreceding sentence apply.

Access to Information. From Subject to Applicable Law, from the date of the Original this Agreement until the ClosingEffective Time, upon reasonable noticenotice and during normal business hours, Sellers the Company shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel each other Acquired Company to (ia) afford Buyer give Parent and its authorized representatives Representatives reasonable access to the offices, properties and books properties, books, contracts and records of the BusinessAcquired Companies, and (iib) furnish to the officers, employees, Parent and authorized agents and representatives of Buyer its Representatives such additional financial and operating data and other information regarding relating to the Business Acquired Companies and their properties and businesses as such Persons may reasonably request and (or copies thereofc) as Buyer may from time instruct the Representatives of the Acquired Companies to time reasonably request, cooperate with Parent in each case, solely for purposes its investigation of Buyer’s integration planningthe Acquired Companies; 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 Acquired Companies 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 or other privilege held by any of the Acquired Companies, (iii) otherwise violate Applicable Law or (iv) interfere unreasonably with the business and operations of the Acquired Companies or would otherwise result in significant interference with the prompt and timely discharge by employees of the Acquired Companies of their duties (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such access information or furnishing of 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 would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction). Any investigation pursuant to this Section 7.04 shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations conduct 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date business of the Original AgreementAcquired Companies. Notwithstanding the foregoing, (A) Buyer Parent shall not have access to (x) personnel records of the Transferred Employees Acquired Companies relating to individual performance or evaluation records, medical histories or other information that information, 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) any information each case to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return the disclosure thereof would result in the violation of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersApplicable Law.

Access to Information. From (a) Subject to Section 5.5, the date of the Original Agreement until the Closing, upon reasonable notice, Sellers shall and Company shall cause their respective 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 Parent reasonable access during normal business hours to the officers, directors, employees, agents, representativesproperties, accountants offices and counsel to (i) afford Buyer other facilities of the Acquired Companies and its authorized representatives reasonable access their books and records, and shall furnish Parent with such financial, operating and other data and information with respect to the officesAcquired Companies, properties and books and records of the Businessas Parent, and (ii) furnish to the through its officers, employees, auditors, providers of financing, counsel, financial advisors or other agents, may reasonably request. In exercising its rights hereunder, Parent shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Acquired Companies prior to Closing. Parent acknowledges and authorized agrees that any contact by Parent and its agents and representatives with officers, employees, customers or agents of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information Acquired Companies hereunder shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations arranged and supervised by representatives of the Business and may be limited Company, unless the Company otherwise expressly consents with respect 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementspecific contact. Notwithstanding anything to the contrary set forth in this Agreement, Sellers neither the Company nor any of its Affiliates (including the Acquired Companies) shall not be required to disclose to Parent or any agent or representative thereof any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm relating to any sale or divestiture process conducted by the Business if Company or its Affiliates for the transactions contemplated hereby are not consummatedCompany or its business or the Company’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, (ii) jeopardize if doing so, in the Company’s good faith opinion, could violate any Contract or Law to which the Company or any of its Affiliates (including the Acquired Companies) is a 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 or other legal privilege and work product privileges), or (iii) contravene any applicable Lawsthat is, fiduciary duty or binding agreement entered into prior to in the date reasonable determination of the Original Agreement. Notwithstanding the foregoingCompany, (A) Buyer shall of a competitively sensitive nature, including but not have access limited to (x) personnel records of the Transferred Employees relating to individual performance or evaluation records, medical histories or other customer and supplier pricing 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) any and information to the extent relating to any Excluded Assetongoing litigation between any Acquired Company and Orbitz, Excluded Liability LLC or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersAffiliates.

Access to Information. From the date of the Original Agreement until the Closing, upon reasonable notice, Sellers (a) Seller shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel afford to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 BuyerPurchaser, its Affiliates and their respective Representatives carrying out reasonable access in a manner that does not unreasonably interfere with the activities contemplated under operation of the Business, upon reasonable notice during normal business hours, consistent with applicable Law and in accordance with the reasonable procedures established by Seller, during the period prior to the Closing, to the information, properties, books, Contracts, records and personnel of Seller or any of its Subsidiaries related to the Business, the Purchased Assets, the Assumed Liabilities or the Purchased Companies; provided, that (i) neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates is subject in discharging their obligations pursuant to this Section 6.045.4(a) (it being agreed that, Buyer in the event the restriction in the foregoing clause (i) applies, Seller shall exercise reasonable careprovide Purchaser with a reasonably detailed description and summary of the information not provided and cooperate with Purchaser to design and implement alternative disclosure arrangements to enable Purchaser to evaluate any such information without resulting in such violation); (ii) if necessary to avoid violating any Laws, and Seller shall make available, or cause its Affiliates Subsidiaries to make available, Business Employee personnel files only after the Closing Date and, with respect to any Business Employees, if and when Purchaser provides Seller with notice that the applicable Business Employees have provided Purchaser with a release permitting transfer of those files (provided, that Seller shall not make, or cause to be made, available medical records, workers compensation records or the results of any drug testing in violation of applicable privacy Laws unless the applicable Business Employee has consented to such disclosure); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or other environmental media or any building material at, on, under or within any facility on the Transferred Owned Property, Transferred Leased Property, or any other property of Seller, the other Seller Entities, the Purchased Entities or any of their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersAffiliates.

Access to Information. From the date of the Original Agreement hereof until the Closing, upon reasonable noticethe Company shall give Parent and Sub, Sellers shall their counsel, financial advisors, auditors and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its other authorized representatives reasonable access to the offices, properties and properties, books and records of the BusinessCompany and the Company Subsidiaries during normal business hours, and (ii) will furnish to the officersParent and Sub, employeestheir counsel, financial advisors, financial institutions, auditors and other authorized agents and representatives of Buyer such additional financial and operating data and other information regarding as such may be reasonably requested upon reasonable notice and will instruct the Business (or copies thereof) as Buyer may from time employees of the Company and the Company Subsidiaries, its counsel and financial advisors to time reasonably request, cooperate with Parent and Sub in each case, solely for purposes their investigation of Buyer’s integration planningthe business of the Company and the Company Subsidiaries; provided, however, that any such the Company may restrict the foregoing access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited to the extent such accessthat (a) in the reasonable judgment of the Company, in light of COVID-19 any law, treaty, rule or COVID-19 Measures, would jeopardize the health and safety regulation of any Governmental Entity applicable to the Company requires the Company or the Company Subsidiaries to restrict or prohibit access to any such properties or information, (b) disclosure of such information would breach the express provisions of a confidentiality Contract between the Company and a third Person, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided, however, that with respect to this clause (c), the Company and/or its counsel shall use their respective employees reasonable efforts to enter into such joint defense agreements or other Representatives. No investigation arrangements, as appropriate, so as to avoid the loss of attorney-client privilege, and provided, further, that any information provided to Parent and/or Sub pursuant to this Section 6.02 shall be subject to the confidentiality agreement, dated as of February 12, 2007, (the “Confidentiality Agreement”), the terms of which shall continue to apply, except as otherwise agreed by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in the Company notwithstanding termination of this Agreement. Notwithstanding anything to In the contrary in event of any conflict between the terms of this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to Section 6.02 and the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date terms 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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, the terms of the Confidentiality Agreement shall control. In connection with BuyerAs reasonably requested from time to time by Parent, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable careCompany will cooperate with, and shall cause its Affiliates and their respective Representatives to use reasonable careprovide related assistance to, and to not cause any damage to Parent in developing Parent’s post-Closing integration plan for the properties, assets or offices of SellersCompany.

Access to Information. From The Company shall provide Parent and its agents and advisors access at reasonable times to the date files, books, records, Technology, Contracts, personnel and offices of the Original Acquired Companies, including any and all information relating to the Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property of the Acquired Companies, subject to the terms of that certain Confidentiality Agreement until by and between the ClosingCompany and Parent dated as of October 1, upon reasonable notice2012, Sellers shall and as amended on July 11, 2014 (the “Confidentiality Agreement”). The Company shall cause its accountants to cooperate with Parent and Parent’s agents and advisors in making available all financial information reasonably requested by Parent and its agents and advisors, including the right to examine all working papers pertaining to all financial statements prepared or audited by such accountants. No review pursuant to this Section 5.9 shall affect or be deemed to modify any representation or warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. Notwithstanding anything to the contrary contained herein, Parent and Parent’s representatives shall not contact or communicate with the employees, customers and suppliers of the Acquired Companies regarding the Merger without the prior consent of the Chief Executive Officer, Chief Financial Officer or Chief Technology Officer of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided; however, that Parent, Merger Sub and their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents Affiliates and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably requestmay, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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 , respond to inquiries from customers and suppliers of any of the Acquired Companies that are also customers or the disclosure suppliers 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) any information to the extent relating to any Excluded Asset, Excluded Liability Parent or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out regarding the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersMerger.

Access to Information. From the date of the Original Agreement until the ClosingSubject to Applicable Law, Section 6.12(c), Section 6.18 and applicable contractual restrictions, upon reasonable notice, Sellers the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives and its proposed Rollover Investors who sign non-disclosure agreements reasonably acceptable to the Company (which agreements shall include a prohibition on any sales or purchases of the Company’s Common Stock by such proposed Rollover Investors and their Affiliates until the termination of this Agreement pursuant to its terms) (“Restricted Rollover Investors”) and who shall only be granted such access to accompany Parent or its officers or authorized representatives and not individually, during reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, Contracts, personnel, Tax Returns, work papers, and records as Parent may reasonably request to review. Without limiting the foregoing, the Company agrees to make reasonably available management of the Company to Parent (including specific individuals or functional roles as Parent may request) and its Representatives (and Restricted Rollover Investors only in connection with a request by Parent or its Representatives and only to accompany Parent or its Representatives and not individually) on reasonable advance notice to discuss operational or other information with respect to the Company, provided that, in the Company’s discretion, any such meetings shall be accompanied by the Company’s financial advisor. The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts, work papers, or records governed by a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof owing to a third party, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would, in the good faith judgment of the Company based on the advice of counsel, reasonably be expected to result in the loss of any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access), (c) to provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement, or (d) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would, in the good faith judgment of the Company based on the advice of counsel, reasonably be expected to violate any Applicable Law. All requests for information made pursuant to this Section 6.05 shall be directed to the executive officer or other Person designated by the Company. All such information shall be deemed Evaluation Material (as such term is defined in the Confidentiality Agreement) and be governed by the terms of the Confidentiality Agreement. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective officersRepresentatives and proposed Rollover Investors not to, directorscontact any customer or supplier of the Company with regard to the Merger or any of the other transactions contemplated by this Agreement unless such contact is arranged by and with a Representative of the Company (provided that, employeesif so requested by Parent, agents, representatives, accountants and counsel to (i) afford Buyer the Company and its Representatives shall use commercially reasonable efforts in good faith to facilitate such contacts) or is otherwise authorized representatives reasonable access to by the offices, properties and books and records of the Business, and Company in writing (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as authorization not to interfere be unreasonably withheld, conditioned or delayed). Nothing in this Agreement shall give Parent or Merger Sub, directly or indirectly, rights to control or direct the Company’s or its Subsidiaries’ operations before the Effective Time. Before the Effective Time, the Company shall, consistent with the normal terms and conditions of this Agreement, exercise complete control and supervision over the operations of the Business Company and may be limited to its Subsidiaries. Without limiting the extent such accessforegoing and for the avoidance of doubt, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers nothing in this Agreement. Notwithstanding anything Agreement shall be deemed to restrict or prevent the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to Company’s officers or directors from conducting the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date business of the Original Agreement. Notwithstanding Company (including board meetings and meetings with management) in the foregoing, (A) Buyer shall not have access to (x) personnel records Ordinary Course 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersBusiness.

Access to Information. From the date of the Original Agreement until Prior to the Closing, upon reasonable notice, Sellers shall the Company and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to each Company Subsidiary shall: (i) afford Buyer give Parent and its authorized representatives reasonable access to the officesall of its books, properties records, senior personnel, offices and books other facilities and records of the Business, and properties; (ii) permit Parent to make such copies and inspections thereof as Parent may reasonably request; and (iii) cause its officers and other employees to furnish to the officers, employees, and authorized agents and representatives of Buyer Parent with such additional financial and operating data and other information regarding the Business (or copies thereof) with respect to its business and properties, as Buyer may from time to time Parent may reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s Parent's expense, during normal business hoursat a reasonable time, under the supervision of Sellers’ personnelpersonnel of the Company or such Company Subsidiary, as the case may be, and in such a manner as to maintain the confidentiality of this Agreement and the Transactions in accordance with the terms hereof and not to interfere with the normal operations operation of the Business business of the Company or such Company Subsidiary, as the case may be. If and may be limited to the extent such accessthat Principal Stockholder shall be in possession or control, in light of COVID-19 or COVID-19 Measuresat any time prior to the Closing, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer the books, records, financial and operating data or other information received of or relating to the business and properties of the Company or any Company Subsidiary, Principal Stockholder shall give Parent and its authorized representatives reasonable access to such books, records, financial and operating data and other information to the same extent as provided above. Notwithstanding the foregoing, no information or knowledge obtained by Buyer shall operate Parent during the course of any investigation conducted by Parent pursuant to this Section 6.2(a) shall: (a) affect or be deemed to modify in any respect any of the representations or warranties of the Company or Principal Stockholder set forth in this Agreement (or in any certificate, instrument or other document delivered by the Company or Principal Stockholder to Parent in connection with the Transactions), or the conditions to the obligations of the parties to consummate the Transactions in accordance with the terms and conditions hereof; (b) be deemed to amend or supplement the Company Disclosure Schedule, prevent or cure any misrepresentations, breach of warranty or breach of covenant by the Company or Principal Stockholder; or (c) otherwise limit or affect any remedies available to Parent as a waiver result of or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementarising out of such disclosure. Notwithstanding anything to Nothing herein shall require the contrary in this Agreement, Sellers shall not be required Company to disclose any information to Buyer Parent if such disclosure would, in Sellers’ its sole discretion, and absolute discretion (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (iiA) jeopardize any attorney-client or other legal privilege or (iiiB) contravene any applicable LawsLaw, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoing, this Agreement (A) Buyer shall not have access including any confidentiality agreement to (x) personnel records of the Transferred Employees relating to individual performance which it 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersis a party).

Access to Information. From (a) Until the date earlier of the Original termination of this Agreement until and the ClosingClosing Date, upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i1) the Company will afford Buyer Parent and its authorized accountants, counsel and other representatives reasonable access during normal business hours to (A) all of the officesproperties, properties and books books, contracts, commitments and records of the BusinessCompany and its Subsidiaries and (B) all other information 48 concerning the business, intellectual property, properties and personnel of the Company and its Subsidiaries as Parent may reasonably request, and (ii2) furnish the Company will provide to Parent and its accountants, counsel and other representatives true, correct and complete copies of internal consolidated financial statements promptly upon request. The Company will not, and will cause its Subsidiaries not to, remove any of the documents from the electronically accessible data room provided in connection with the Transactions (the “Data Room”). (b) Until the earlier of the termination of this Agreement and the Closing Date, the Company will cause the officers, employees, and authorized agents and counsel or other representatives of Buyer such additional financial it and operating data its Subsidiaries to notify Parent of any changes or developments the Company determines to be material in the operational matters of the Company and other information regarding its Subsidiaries and the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes general status of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal the ongoing business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal and operations of the Business Company and may its Subsidiaries. (c) No information or knowledge obtained in any investigation in accordance with this Section 4.3 will, or will be limited deemed to (1) limit, modify or otherwise affect any representation or warranty contained herein or in the extent such accessRelated Agreements or any party’s rights hereunder (including rights under Article 7) or (2) cure, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver of, any inaccuracy in or otherwise affect breach of any representationrepresentation or warranty, warranty including for purposes of determining whether or agreement given or made by Sellers in this Agreement. Notwithstanding anything not the conditions to the contrary obligations of the parties to this Agreement have been satisfied. (d) The Company will (1) notify Parent in this Agreement, Sellers shall not be required to disclose writing after learning of any information to Buyer if such disclosure would, material Action by any Person initiated against the Company or any of its Subsidiaries (a “New Litigation Claim”); and (2) notify Parent of ongoing material developments in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene New Litigation Claim and any applicable Laws, fiduciary duty or binding agreement entered into Action that was existing prior to the date of hereof (including the Original AgreementLitigations). Notwithstanding (e) Without limiting the foregoing, (A) Buyer shall not have access the Company will, and will cause each of its Subsidiaries to, promptly notify Parent if the Company or any of its Subsidiaries has received any correspondence asking or inviting the Company or any of its Subsidiaries to (x) personnel records of the Transferred Employees relating enter into a Patent license or similar agreement, to individual performance pay for or evaluation recordsobtain a release for Patent infringement, medical histories or otherwise to enter into 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) any information arrangements with respect to the extent relating to Patents of any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 theretoother Person. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.4.4

Access to Information. From (a) Except as may be prohibited by Requirements of Law, the date Seller shall afford, and shall cause the Companies and PWPG to afford, to the officers, employees and authorized representatives of the Original Agreement until the ClosingBuyer (including independent public accountants, financial advisors and attorneys) reasonable access during normal business hours, upon reasonable advance notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties properties, employees and books business and financial records of (including computer files, retrieval programs and similar documentation) located on the Owned Real Property or the Leased Real Property (to the extent they are not privileged) and shall furnish to the Buyer or its authorized representatives such additional information concerning the Company Group and PWPG and relating primarily to the Business as 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 (ii) furnish to plan for an orderly transition of ownership and operation of the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planningBusiness; 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 Affiliates may 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 permitted investigation undertaken by the Buyer pursuant to the access or furnishing of information granted under this Section 5.1(a) shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations operation of the Business by any member of the Company Group or PWPG, and may be limited that the Buyer and its affiliates and representatives shall not contact or speak 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 the employees of the Company Group or other Representatives. No investigation by Buyer PWPG without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementdelayed. Notwithstanding anything to the contrary in this Agreement, Sellers no member of the Company Group, PWPG or RDA shall not be required to provide access to or disclose any information to Buyer if where, upon the advice of counsel, such access or disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to would jeopardize the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilege of such party or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior Requirement of Law. For the avoidance of doubt and notwithstanding anything to the date contrary in this Agreement or the Ancillary Agreements, no member of the Original Agreement. Notwithstanding the foregoingCompany Group, (A) Buyer PWPG or RDA shall not have be required to provide 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any disclose information relating to the sale process RDA Business or RD-180 Program that would (x) violate any obligation of confidentiality to which such member of the Business and information and analysis relating thereto. Buyer shall hold Company Group, PWPG or RDA may be subject or (y) require the prior consent or approval of any Russian Governmental Authority in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives order to use reasonable care, and to not cause any damage to the properties, assets provide such access or offices of Sellersdisclosure.

Access to Information. From (a) During the date of the Original Agreement until the ClosingPre-Closing Period, upon reasonable noticeeach Seller shall, Sellers shall and shall cause their respective officerseach Company whose Equity Interests it owns to, directors, employees, agents, representatives, accountants provide Buyer and counsel its Representatives with reasonable access to (i) afford Buyer all of such Company’s and its authorized representatives reasonable access to the offices, such Company’s Business’ properties and books and records of the Businessassets, and (ii) furnish all senior management of such Company and such Company’s Business and (iii) any other information to the officersextent primarily relating to such Company’s Business and the properties, employees, assets and authorized agents and representatives personnel of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) Company 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, however, that any such . All access or furnishing of information and investigation pursuant to this Section 5.3(a) shall be (A) conducted at Buyer’s expense, during normal business hourshours upon reasonable advance notice to Vitro, under the supervision of Sellers’ personnel, (B) conducted in such a manner as not to interfere with the normal operations of the Business or such Company, (C) coordinated through Vitro’s general counsel or a designee thereof and may be limited (D) conducted at Buyer’s sole cost and expense, and such Seller shall have the right to have one (1) or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.3(a). Notwithstanding anything herein to the extent contrary, during the Pre-Closing Period, neither any Seller nor any Company shall be required to provide access or disclose information where such accessaccess or disclosure would, in light of COVID-19 or COVID-19 Measuressuch Seller’s reasonable judgment, would (1) jeopardize the health and safety attorney-client privilege or other immunity or protection from disclosure of any Seller or any Company, (2) conflict with any (x) Law or Order applicable to any Seller, any Business or any Company or the assets, or operation of any Business or any Company, (y) Contract to which any Company, any Seller or any of their respective employees Subsidiaries is party or by which any of the assets or properties of any Business is bound or (z) other Representatives. No investigation by Buyer obligation of confidentiality, or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers (3) result in this Agreementthe disclosure of competitively sensitive information. Notwithstanding anything to the contrary in this Agreementcontained herein, Sellers shall not during the Pre-Closing Period, without the prior written consent of Vitro (which consent may be required to disclose withheld for any information to Buyer if such disclosure would, in Sellers’ sole discretion, reason): (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable carenot, and shall cause its Affiliates and their respective its Representatives to use reasonable carenot to, contact any vendor, supplier or customer of any Company or the Business regarding the business, operations, or prospects of any Company or any Business or this Agreement or the transactions contemplated hereby, and (ii) Buyer shall have no right to not cause perform invasive or subsurface investigations of the properties or facilities of any damage to the properties, assets Company or offices of Sellersany Business (including any “Phase II” or other similarly invasive environmental assessments thereof).

Access to Information. From the date of the Original Agreement hereof until the ClosingClosing and subject to Applicable Law and the confidentiality agreement dated as of July 31, 2014 between the Company and Parent (the “Confidentiality Agreement”), the Company shall (i) give Parent, its counsel, financial advisors, auditors and other authorized Representatives, upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and properties, books and records of the BusinessCompany and its Subsidiaries, and (ii) furnish to the officersParent, employeesits counsel, financial advisors, auditors and other authorized agents and representatives of Buyer such additional financial and operating data and other information regarding as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate reasonably with Parent in its investigation of the Business (or copies thereof) as Buyer may from time Company and its Subsidiaries. Any investigation pursuant to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information this Section shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations conduct of the Business business of the Company and may be limited its Subsidiaries. Nothing in this Section 5.02 shall require the Company to the extent such provide any access, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, providing such access or disclosing such information would violate any Applicable Law (iiincluding antitrust and privacy laws) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement or (ii) protected by attorney-client privilege to the Original Agreementextent such privilege cannot be reasonably protected by the Company through exercise of its reasonable efforts. Notwithstanding If any material is withheld by the foregoingCompany pursuant to the immediately preceding sentence, (A) Buyer to the extent permitted by Applicable Law, the Company shall not inform Parent as to the general nature of what is being withheld and the basis for withholding such material and shall use commercially reasonable efforts to make substitute arrangements so as to provide Parent and its Representatives with such access. No such access, nor any information obtained therefrom, shall be deemed to cure any breach of any representation or warranty made in this Agreement or 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 effect for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process determining satisfaction of the Business and information and analysis relating thereto. Buyer shall hold conditions set forth in confidence all information so obtained in accordance this Agreement, or the compliance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellerscovenant set forth herein.

Access to Information. From the date of the Original Agreement until the Closing(a) Sellers shall, upon reasonable notice, Sellers shall and shall cause their respective officersthe Acquired Companies to, directorsafford the authorized Representatives of Buyers (including independent public accountants, employeesattorneys, agents, representatives, accountants consultants and counsel to (iRepresentatives of Buyers’ lenders) afford Buyer and its authorized representatives reasonable access during normal business hours to the offices, properties properties, employees and books business and financial records of the Business, Acquired Companies to the extent Buyers shall deem reasonably necessary or desirable and (ii) shall furnish to the officers, employees, and Buyers or its authorized agents and representatives of Buyer Representatives such additional financial and operating data and other information regarding concerning the Interests, the Business (and the operations of the Acquired Companies as shall be reasonably requested, as shall be reasonably necessary to enable Buyers or copies thereof) as Buyer may from time their Representatives to time reasonably requestverify the accuracy of the Sellers’ representations and warranties contained in this Agreement, to verify that the covenants of Sellers contained in each case, solely for purposes of Buyer’s integration planningthis Agreement have been complied with and to determine whether the conditions set forth in Article IX have been satisfied; provided, however, that (i) neither Sellers nor the Acquired Companies shall be required to violate any obligation of confidentiality, Court Order or Requirements of Laws to which either Seller or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1 (it being understood that the Sellers shall cause the Acquired Companies to take reasonable actions to eliminate any such access impediments to providing such information) and (ii) Buyers shall not conduct any invasive soil investigation with respect to any Acquired Company Property without written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld, conditioned or furnishing of information delayed. Buyers agree that such investigation shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersAcquired Companies.

Access to Information. (a) From the date of the Original Agreement hereof until the ClosingClosing Date and subject to applicable Laws and Section 7.4, upon reasonable noticeParent shall be entitled, Sellers shall and shall cause their respective through its officers, directorsemployees and Representatives (including its legal advisors and accountants), employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable have such access to the officespersonnel, properties accountants, properties, businesses and operations of the Company and its Subsidiaries and such examination of the Contracts, books and records of the BusinessCompany and its Subsidiaries as it reasonably requests upon reasonable advance written notice (including, and (ii) furnish to for the officers, employees, and authorized agents and representatives avoidance of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably requestdoubt, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any connection with obtaining representation and warranty insurance). Any such access or furnishing of information and examination shall be conducted at Buyer’s expense, during normal regular business hours, hours and under the supervision of Sellers’ personnel, in such a manner as circumstances that do not to unreasonably interfere with the normal operations of the Business business and may shall be limited subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Company and its Subsidiaries to cooperate with Parent and Parent’s Representatives in connection with such access and examination, and Parent and its Representatives shall cooperate with the Company and its Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Any disclosure during such investigation to Parent or its Representatives shall not constitute any enlargement or additional representation or warranty of the Company beyond those specifically set forth in Article IV. Notwithstanding anything in this Section 7.5(a) to the contrary, no such access or examination shall be permitted 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, that it (i) cause significant competitive harm relates to interactions with other prospective buyers of the Business if Company or the negotiation of this Agreement and the transactions contemplated hereby are not consummatedhereby, (ii) jeopardize would unreasonably disrupt the operations of the Company or any attorney-client or other legal privilege of its Subsidiaries or (iii) contravene would require the Company or any of its Subsidiaries to disclose information that, in the reasonable judgment and good faith of counsel to the Company, is subject to attorney-client privilege or conflicts with any applicable Laws, fiduciary duty Law or binding agreement entered into prior confidentiality obligations to which 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) any information to the extent relating to any Excluded Asset, Excluded Liability Company or any Tax Return of Sellers its Subsidiaries is bound; provided, that, in the case of (iii), Parent and the Company shall cooperate and use commercially reasonable efforts to provide for information or their Affiliates access in a manner that do does not relate to the Business and (B) Sellers shall have the right to withhold jeopardize 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 Buyersuch privilege, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause or violate any damage to the properties, assets applicable Law or offices of Sellersconfidentiality obligation.

Access to Information. From (a) Between the date of the Original Agreement until hereof and the Closing, upon reasonable notice, Sellers the KM Member: (a) shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford give the Buyer and its authorized representatives reasonable access access, during regular business hours and upon reasonable advance notice, to the officesfacilities, properties and books and records of the Business, Company; and (iib) shall cause officers of the Company and the KM Member to furnish to the officers, employees, Buyer and its authorized agents and representatives of Buyer with such additional financial and operating data and other information regarding with respect to the Business (or copies thereof) Company as the Buyer may from time to time reasonably request. The KM Member shall have the right to have a representative present at all times during any such inspections and examinations conducted at the offices or other facilities or properties of the KM Member or the Company. In addition, between the date hereof and the Closing Date, the KM Member shall provide to the Buyer reasonable access to its employees, provided that (i) the Buyer shall advise the KM Member in each caseadvance of any meetings or communications with such employees and the general purpose of such meetings or communications and (ii) the KM Member shall have the right to have a representative present at all times during such meetings. The Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. The Buyer shall have no right of access to, solely for purposes and the KM Member shall have no obligation to provide to the Buyer any information the disclosure of Buyer’s integration planning; which would jeopardize any privilege available to the Company, the KM Member or any of its Affiliates relating to such information or would cause the KM Member or any of its Affiliates or the Company to breach a confidentiality obligation (provided, however, that if requested by the Buyer, the KM Member or the Company will use commercially reasonable efforts to obtain a waiver of such confidentiality obligation; provided, that neither the KM Member nor the Company shall have any obligation to compensate such applicable counterparty for such waiver or waive any rights that the KM Member or the Company, as the case may be, may have against such applicable counterparty) or contravene Law. Any access or furnishing of information granted as provided in this Section 7.4(a) shall be conducted at the Buyer’s expense, during normal business hours, sole risk and expense and shall be subject to restrictions under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may Company’s written workplace safety guidelines (which shall be limited provided to the extent Buyer in advance of 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementapplicable Law. Notwithstanding anything to the contrary in this Agreementcontained herein, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date Closing, without the prior written consent of the Original Agreement. Notwithstanding the foregoingKM Member, (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 liabilitymay be withheld for any reason, (y) the Buyer shall not contact in connection with the transactions to be consummated by this Agreement any real property owned suppliers to, or leased by Sellers for purposes of conducting any invasive customers of, the Company, the KM Member or intrusive environmental sampling or testing or the KM Member’s Affiliates, and (z) the Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or the Subsidiaries. The KM Member makes no representation or warranty as to the accuracy of any information (if any) provided pursuant to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care7.4(a), and shall cause its Affiliates the Buyer may not rely on the accuracy of any such information other than as expressly set forth in the representations and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets warranties contained in Article IV or offices of Sellers.Article V.

Access to Information. From the date of the Original this Agreement until the ClosingEffective Time, to the extent permitted by applicable Law, the Company will, during normal business hours and upon reasonable noticerequest, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (ia) afford Buyer give Parent and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties and properties, employees, Contracts, permits, documents, books and records of the BusinessCompany and its Subsidiaries, and (iib) furnish to the officersother party and its counsel, employeesfinancial advisors, auditors and other authorized agents and representatives of Buyer such additional financial and operating data and other information regarding as such Persons may reasonably request and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the Business (or copies thereof) other party in its investigation of the business of the Company and its Subsidiaries, as Buyer the case may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planningbe; provided, howeverthat such investigation shall not unduly disrupt the Company’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s sole discretion); and provided, further, that any no such access or furnishing of information investigation shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, representation or warranty or agreement given or made by Sellers in this Agreementeither party hereunder. Notwithstanding anything to the contrary in this Agreementforegoing, Sellers the Company shall not be required to disclose provide or may restrict access to any information to Buyer if such disclosure would, in Sellers’ sole discretion, which it reasonably believes (i) it may not provide to Parent by reason of any applicable Law, including COVID-19 Measures (provided, that the Company shall and shall cause significant competitive harm its Subsidiaries to the Business if the transactions contemplated hereby are not consummateduse reasonable best efforts to provide such information as can be provided in a manner without violating such COVID-19 Measures or other applicable Law), (ii) jeopardize any constitutes information protected by attorney-/client privilege, work product doctrine or other similar legal privilege protection or privilege, or (iii) contravene is required to keep confidential by reason of contract or agreement with any applicable Lawsthird Person; provided, fiduciary duty or binding agreement entered into prior that, in any such case, the Company shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the date of the Original Agreementpreceding restrictions apply. Notwithstanding the foregoing, (A) Buyer All information obtained by Parent pursuant to this Section 6.5 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 be kept confidential in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable carewith, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage otherwise be subject to the propertiesterms of, assets or offices the Confidentiality Agreement dated as of SellersAugust 28, 2020, between Parent and the Company (as so amended on January 24, 2022 and as further amended from time to time, the “Confidentiality Agreement”).

Access to Information. From (a) Upon reasonable notice and subject to applicable Laws, each of Umpqua and Sterling, for the date purposes of verifying the representations and warranties of the Original Agreement until other and the Closingcompliance of the other with its covenants and of preparing for the Merger and the Bank Merger and the other matters contemplated by this Agreement, upon reasonable noticeshall, Sellers shall and shall cause each of their respective officersSubsidiaries to, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, accountants, counsel, advisors and authorized agents and other representatives of Buyer such additional financial and operating data and the other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably requestparty, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expensereasonable access, during normal business hours, under hours during the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited period prior to the extent Effective Time, to its properties, books, contracts, commitments and records, and, during such accessperiod, in light each of COVID-19 Umpqua and Sterling shall, and shall cause their respective Subsidiaries to, make available (it being understood that documents available via the SEC’s EXXXX system shall be deemed to have been made available for purposes of this covenant) to the other party (i) a copy of each report, schedule, registration statement and other document filed or COVID-19 Measuresreceived by it or any of its Subsidiaries during such period pursuant to the requirements of federal securities Laws or federal or state banking Laws (other than reports or documents which Umpqua or Sterling, would jeopardize as the health case may be, is not permitted to disclose under applicable Law), and safety (ii) all other information concerning its business, properties and personnel as such party may reasonably request (it being understood that the provision of any information or documents regarding auditor work papers shall be subject to the customary and reasonable requirements of such auditors). Notwithstanding the foregoing, neither Umpqua nor Sterling nor any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer Subsidiaries shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to provide access to or to disclose any (x) information to Buyer if where such access or disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to would jeopardize the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilege of the institution in possession or other legal privilege control of such information (after giving due consideration to the existence of any common interest, joint defense or (iiisimilar agreement between the parties) or contravene any applicable LawsLaw, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoing, this Agreement or (A) Buyer shall not have access to (xy) personnel records of the Transferred Employees relating to individual performance or evaluation recordsthat, medical histories or other information that in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which its good faith opinion, could subject Sellers it to risk of liability, (y) any real property owned or leased by Sellers for purposes . The parties hereto will use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of conducting any invasive or intrusive environmental sampling or testing or (z) any information the preceding sentence apply. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the extent relating to any Excluded Asset, Excluded Liability conduct of business of the other party or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersSubsidiaries.

Access to Information. From (a) Prior to the date of Closing Date and subject to applicable Laws (including the Original Agreement until the ClosingPandemic Measures) and Section 6.5, upon reasonable noticePurchaser shall be entitled, Sellers shall and shall cause their respective through its officers, directorsemployees and Representatives (including its legal advisors and accountants), employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable have such access to the officespersonnel, properties properties, businesses and operations of the Company and such examination of the books and records of the BusinessCompany, and (ii) furnish as it reasonably requests upon reasonable advance written notice in connection with Purchaser’s efforts to consummate the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any transactions contemplated by this Agreement. Any such access or furnishing of information and examination shall be conducted at Buyer’s expense, during normal regular business hours, hours and under the supervision of Sellers’ personnel, in such a manner as circumstances that do not to unreasonably interfere with the normal operations of the Business business and may shall be limited subject to restrictions under applicable Law (including the extent Pandemic Measures). Seller and the Company shall, and shall cause the Acquired Subsidiaries and the respective Representatives of Seller, the Company and the Acquired Subsidiaries to, cooperate with Purchaser and Purchaser’s Representatives in connection with such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the health access and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementexamination. Notwithstanding anything to the contrary in this Agreement, Sellers any such access may be limited to the extent Seller reasonably determines that such access would reasonably be expected to jeopardize the health or safety of any employee of Seller or its Affiliates due to the Pandemic or Pandemic Measures. Any disclosure during such investigation by the Company or its Representatives shall not constitute any enlargement or additional representation or warranty of Seller or the Company beyond those specifically set forth in Article IV. Notwithstanding anything herein to the contrary, no such access or examination shall be required permitted to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, the extent that it (i) cause significant competitive harm relates to interactions with other prospective buyers of the Business if Company or the negotiation of this Agreement and the transactions contemplated hereby are not consummatedhereby, (ii) jeopardize would unreasonably disrupt the operations of Seller, its Subsidiaries or any attorney-client or other legal privilege of the Acquired Companies, or (iii) contravene would require Seller, its Subsidiaries or any of the Acquired Companies to disclose information that, in the reasonable judgment and good faith of counsel to Seller or the Company, is subject to attorney-client privilege or may conflict with any applicable LawsLaw or confidentiality obligations to which any of Seller, fiduciary duty its Subsidiaries or binding agreement entered into prior the Acquired Companies is bound; provided, however, that if any material information concerning the Company Business is withheld pursuant to the date foregoing clause (iii), Seller will work with Purchaser in good faith to make the substance of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have access such information available to (x) personnel records of the Transferred Employees relating to individual performance Purchaser 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersRepresentatives.

Access to Information. (a) From the date of the Original Agreement hereof until the Closing, upon reasonable notice, Sellers the Company shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer give Parent and its counsel, financial advisors, auditors and other authorized representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours to the offices, properties and properties, books and records of the BusinessCompany and the Subsidiaries, including access to each Owned Real Property and Leased Real Property for purposes of conducting Phase I and Phase II environmental site assessments, (ii) furnish to Parent and the officers, employees, and authorized agents and representatives of Buyer Parent Representatives such additional financial and operating data and other information regarding as such Persons may reasonably request and (iii) instruct its employees, counsel and financial advisors to cooperate with Parent in Parent’s investigation of the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes business of Buyer’s integration planningthe Company and the Subsidiaries; provided, however, provided that any such access information provided to Parent or furnishing of information the Parent Representatives pursuant to this Section 8.03(a) shall be subject to the Confidentiality Agreement; and provided further that no investigation pursuant to this Section 8.03(a) or otherwise in connection with this Agreement and the other Transaction Agreements shall affect any representation or warranty given by the Company or any Principal Stockholder hereunder. Any investigation pursuant to this Section 8.03(a) shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the normal operations conduct 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date business of the Original AgreementCompany and the Subsidiaries. Notwithstanding the foregoing, (A) Buyer Parent shall not have access to (x) personnel records of the Transferred Employees Company and the Subsidiaries relating to individual performance or evaluation records, medical histories or other information that which in Sellers’ the Company’s good faith opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers the Company or any Subsidiary to risk of liability. From the date hereof until the Closing, (y) any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers Company 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable carefurnish, and shall cause its Affiliates and their respective Representatives each Subsidiary to use reasonable carefurnish, and to not cause Parent copies of any damage notices, documents, requests, court papers or other materials received from any governmental agency or third party with respect to the properties, assets or offices of SellersTransactions.

Access to Information. From the date of the Original Agreement hereof until the ClosingClosing or earlier termination of this Agreement, upon reasonable notice, the Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (ia) afford the Buyer and its authorized representatives Representatives reasonable access to and the officesright to inspect all of the properties, properties and assets, books and records records, Transferred Contracts and other documents and data Related to the Business; (b) furnish the Buyer and its Representatives with such financial, operating and other data and information Related to the Business as the Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Sellers to reasonably cooperate with the Buyer in its investigation of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information investigation shall be conducted at Buyer’s expense, during normal business hourshours upon reasonable advance notice to the Sellers, under the supervision of the Sellers’ personnel, personnel and in such a manner as not to interfere with the normal operations conduct of the Business or any other businesses of the Sellers. Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Sellers’ sole discretion: (x) cause significant and material competitive harm to the Sellers and their respective businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) in the opinion of Sellers’ counsel (which may be limited in-house counsel) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the extent such accessdate of this Agreement. Prior to the Closing, without the prior written consent of the Sellers, which may be withheld for any reason, the Buyer shall not contact any suppliers or licensor to, or customers of, the Business in light connection with the transactions contemplated hereby. For the avoidance of COVID-19 doubt, nothing in this Section 6.3 shall prohibit the Buyer from contacting the customers, suppliers and licensors of the Business in the ordinary course of the Buyer’s businesses for the purpose of selling products of the Buyer’s businesses or COVID-19 Measuresfor any other purpose unrelated to the Business or the transactions contemplated by this Agreement. The parties agree that the provisions of the Confidentiality Agreement shall continue in full force and effect following the execution and delivery of this Agreement, would jeopardize and all information obtained pursuant to this Section 6.3 or otherwise concerning the health and safety of any of their respective employees or other RepresentativesSellers and/or the Business furnished to the Buyer in connection with the transactions contemplated by this Agreement shall be kept confidential in accordance with the Confidentiality Agreement. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From (a) Subject to the terms of the Confidentiality Agreement and applicable Laws and Orders, during the period from the execution and delivery of this Agreement by the Parties through the earlier of the Closing and the date of the Original on which this Agreement until the Closingis terminated in accordance with Article VII, upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the Company shall provide to the Buyer (A) within thirty (30) days following the end of each calendar month during such period, copies of monthly consolidated financial statements of the Sellers prepared in the ordinary course of business, together with a cash flow statement that includes cash flows for operating, investing and financing and relevant details, in each case in accordance with GAAP, consistently applied, and (B) within four (4) months following the end of a fiscal year (including fiscal year 2019), audited consolidated financial statements of the Sellers prepared in the ordinary course of business and in accordance with GAAP, consistently applied, and (ii) the Sellers shall permit the Buyer and its authorized representatives Representatives to have reasonable access access, during normal business hours and upon reasonable advance notice, to the offices, properties facilities, assets, properties, management-level employees and books and records of the BusinessSellers, and (ii) furnish shall furnish, or cause to be furnished, to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations, in each case, as the Business (or copies thereof) as Buyer may shall from time to time reasonably request, request in each case, solely for purposes of Buyer’s integration planningconnection with the transactions contemplated hereby; provided, however, that nothing herein shall obligate the Sellers to produce any such information in connection with any Action commenced or threatened by or on behalf of the Buyer against any Seller or any Seller Related Party. All access and investigation pursuant to this Section 5.07 shall be coordinated through the Company’s general counsel or furnishing of information the designee thereof and shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, expense and in such a manner as not to interfere with the 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 Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this AgreementBusinesses. Notwithstanding anything to the contrary in this Agreementcontained herein or otherwise, Sellers no Seller shall not be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to (i) jeopardize the attorney-client privilege, (ii) contravene any Law, (iii) result in the disclosure of competitively sensitive information or (iv) relate to the Sellers’ sale process, including any information related to proposals from other Persons relating to any other potential transaction with the Sellers, provided that in each of clauses (i) – (iv) that the Company shall provide notice to the Buyer if that information is being so withheld in a manner that does not result in the disclosure of the underlying information and the Parties shall use commercially reasonable efforts to enter into reasonable and customary arrangements that would permit such access to be provided or information to be disclosed without jeopardizing such privilege, contravening such Law or resulting in the disclosure wouldof such competitively sensitive information, in Sellers’ sole discretionas applicable. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, (i) cause significant competitive harm to without the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date written consent of the Original Agreement. Notwithstanding Sellers (which shall not be unreasonably withheld, conditioned or delayed), 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable carenot, and shall cause its Affiliates and their respective its Representatives to use reasonable carenot to, contact any vendor, customer, partner or other Person with whom the Sellers have a business relationship regarding the business, operations, assets, financial condition or prospects of the Sellers or this Agreement or the transactions contemplated hereby, and (ii) the Buyer shall have no right to not cause perform invasive or subsurface investigations of the properties or facilities of the Sellers without the prior written consent of the Sellers; provided, that, for the avoidance of doubt nothing in this Agreement shall prevent Buyer or any damage of its Affiliates (or their Representatives) from communicating with any Person in the ordinary course of business unrelated to the propertiestransactions contemplated herein or from taking actions or fulfilling obligations in connection with Section 5.05. Notwithstanding anything in this Agreement to the contrary, assets no access or offices information provided by or on behalf of Sellersthe Sellers pursuant to this Section 5.07 will modify any of the representations or warranties of the Sellers contained in this Agreement or the conditions hereunder to the obligations of the Buyer.

Access to Information. From the date of the Original this Agreement until the Closing, upon reasonable noticeDuPont will, Sellers shall and shall will cause their respective officersits Subsidiaries to, directors, employees, agents, representatives, accountants and counsel to (i) afford give Buyer and its authorized representatives Representatives reasonable access to the officesTransferred DPC Books and Records and to such personnel, Employee Benefit Plan trustees, offices and other facilities and properties and books and records of the Business, Transferred DPC Companies and (ii) their Subsidiaries and to furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding in respect of the operation of the DPC Business (or copies thereof) and the ownership and leasehold interest in the Real Property as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, howeverthat all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with the Manager, Corporate Mergers & Acquisitions of DuPont, or such person or persons as he/she shall designate; provided, further, that any such access or furnishing of information shall be conducted at Buyer’s expensea reasonable time, during normal business hoursupon reasonable advance notice to DuPont, under the supervision of Sellers’ personnel, and in such a manner as not to interfere unreasonably with the normal operations operation of any business conducted by any Transferred DPC Company or its 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 Confidentiality Agreement. The Confidentiality Agreement is hereby amended, as of the date of this Agreement, to include in the definition of “Permitted Financing Sources” and may “Representatives” contained therein all existing or prospective equity investors, co-investors and direct and indirect equity and debt financing sources of Buyer and its stockholders and its and their respective Affiliates and their respective agents, advisors and Representatives; provided that DuPont’s prior written approval shall be required with respect to any such equity investor, co-investor or equity financing source except in the event (i) such equity investor, co-investor or equity financing source is a limited partner of any investment fund affiliated with Carlyle Investment Management, L.L.C. or an Affiliate of any such limited partner or another institutional investor (including pension funds, sovereign wealth funds, university endowment funds, mutual funds, funds of funds, banks and other financial institutions), but excluding in the case of each of the foregoing private equity funds or hedge funds (other than funds of funds) and (ii) the participation of such equity investor, co-investor or equity financing source would not reasonably be expected to result in a delay in or prevent the receipt of any Required Antitrust Approval. The execution of this Agreement shall constitute written consent by DuPont pursuant 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 Representatives. No investigation Confidentiality Agreement to all actions by Buyer or other information received expressly permitted by Buyer this Agreement that would otherwise be restricted under Section 3.2 of the Confidentiality Agreement, which consent shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in automatically terminate and no longer be effective if this AgreementAgreement is terminated pursuant to Section 8.1. Notwithstanding anything to the contrary in this Agreement, Sellers neither DuPont nor its Subsidiaries (including the Transferred DPC Companies) shall be required to disclose to Buyer or its Representatives any information (i) related to the Sale Process or DuPont’s or its Representatives’ evaluation thereof including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the DPC Business without being primarily prepared for the Sale Process or to the extent prepared in response to requests by Buyer after the date hereof, (ii) if doing so presents a reasonable risk of violating any Contract or Law to which DuPont or any of its Subsidiaries is a party 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 (provided that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information in a manner which would not (in the good faith belief of DuPont (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such Contract or Law or reasonably be likely to cause such Privilege to be undermined with respect to such information), (iii) if DuPont or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto or (iv) if DuPont or any of its Subsidiaries reasonably determines in good faith that such information is competitively sensitive to any of the Excluded Businesses. Notwithstanding the foregoing, DuPont and its Subsidiaries shall not be required to disclose provide any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate it relates solely to the Business and (B) Sellers shall have Excluded Businesses, the right to withhold any information relating to Excluded Assets or 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersRetained Liabilities.

Access to Information. (a) From the date of the Original Agreement until hereof to the Closing, upon reasonable noticesubject to the Confidentiality Agreement and any applicable Law, Sellers shall permit Purchasers and shall cause their respective officersRepresentatives to have reasonable access, directorsduring regular business hours and upon reasonable advance notice, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the officesTarget Companies’ properties, properties premises, facilities, in each case as accompanied by personnel designated by the Sellers, who may restrict access as Sellers reasonably deem appropriate, employees and books and records to the extent related to the transactions contemplated by this Agreement and solely in furtherance of the Businesstransactions contemplated by this Agreement, and (ii) furnish but only to the officersextent that such access does not unreasonably interfere with the businesses, employees, operations and authorized agents and representatives properties of Buyer such additional financial and operating data and other information regarding Sellers or the Business (or copies thereof) as Buyer may from time to time reasonably requestTarget Companies and, in each any case, solely for purposes of Buyer’s integration planningonly to the extent related to the Business; provided, however, provided that any such access or furnishing of information the foregoing shall be conducted at Buyer’s expensePurchasers’ expense and shall not require (1) Sellers or any of their Affiliates to (v) permit Purchasers’ or any of their respective Representatives to sample or analyze any soil or groundwater or other environmental media, during normal business hoursor any building material, under without the supervision prior written consent of Sellers’ personnel, such consent to not be unreasonably withheld, (w) permit any inspection, or to disclose any information, that would result in such a manner as not to interfere with the normal operations disclosure of the Business and may be limited to the extent such access, in light any competitively sensitive information of COVID-19 Sellers or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything Affiliates that is unrelated to the contrary in this AgreementBusiness, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) violate any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return obligations of Sellers or their Affiliates that do to any third party with respect to confidentiality, (y) violate any 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 relate solely or primarily related to the Business Target Companies and the Business, (B2) any disclosure by Sellers shall or any of their Affiliates that Sellers believe in good faith would reasonably be expected, as a result of such disclosure, to have the right 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 withhold 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 relating to the sale process of the Business and any Sale Process conducted by Sellers or their respective Affiliates, including projections or other financial or other 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. From the date of the Original Agreement Effective Date until the Closing, upon reasonable notice, Sellers Seller shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford provide Buyer and its authorized representatives Representatives reasonable access to and the officesright to inspect the properties, properties assets, premises, Books and books Records, Assigned Contracts and records of other documents and data related to the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hourshours upon reasonable advance notice to Seller, under the supervision of Sellers’ personnel, Seller’s personnel and in such a manner as not to interfere with the normal operations conduct of the Business or any other businesses of Seller. Buyer shall, and may be limited to the extent such accessshall cause its Representatives to, in light of COVID-19 or COVID-19 Measures, would jeopardize the health comply with all safety and safety of any of their respective employees or other Representativessecurity requirements imposed by Seller. No investigation All requests by Buyer for access pursuant to this Section 6.03 shall be submitted or directed exclusively to Xxxxxxxx Xxxxx or such other information received by Buyer shall operate individuals as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers Seller may designate in this Agreementwriting from time to time. Notwithstanding anything to the contrary in this Agreement, Sellers Seller shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ Seller’s sole discretion, : (ix) cause significant competitive harm to Seller and its businesses, including the Business Business, if the transactions contemplated hereby by this Agreement are not consummated, ; (iiy) jeopardize any attorney-client or other legal privilege privilege; or (iiiz) contravene any applicable LawsLaw, fiduciary duty or binding agreement entered into prior contractual obligation. Prior to the date Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not directly or indirectly contact or communicate with any officer, director, employee, supplier, customer, subcontractor, partner, financing source, or other business relation of Seller or its Affiliates (except Xxxxxxxx Xxxxx to the extent permitted by this Section 6.03 or the Confidentiality Agreement) regarding the Transactions, the operations, prospects or finances of the Original AgreementBusiness or to seek any information in connection therewith from such Person. Notwithstanding the foregoingpreceding sentence, during the period commencing on the Initial Drop Dead Date and ending on the earlier to occur of (a) the termination of this Agreement and (b) 12:01 a.m. PT on the Closing Date (the “Extension Period”), if applicable, and subject to applicable Law, Seller shall provide Buyer and its Representatives reasonable opportunity to consult with the Business’s management employees regarding operational matters of the Business; provided that (A) Buyer shall not have access must provide advance written notice to (x) personnel records Seller of the Transferred Employees relating its desire 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 meet with such management employees 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business discuss such operational matters; and (B) Sellers Seller shall have the right an opportunity to withhold have a Representative present at any information relating to the sale process of the Business and information and analysis relating theretosuch meeting. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable careshall, and shall cause its Affiliates and their respective Representatives to, abide by the terms of the Confidentiality Agreement with respect to use reasonable care, and any access or information provided pursuant to not cause any damage to the properties, assets or offices of Sellersthis Section 6.03.

Access to Information. From (a) During the period from the date of the Original this Agreement until the ClosingClosing or earlier termination of this Agreement, upon reasonable noticeand subject to applicable Law and Section 6.06, Sellers Parent shall and shall cause their respective officersbe entitled, directors, through its representatives (including its employees, agentslegal advisors, representativesfinancing sources, accountants consultants and counsel accountants), to (i) afford Buyer and its authorized representatives reasonable have such access to the officesproperties, properties and businesses, operations, books and records of the BusinessCompany and its Subsidiaries as it reasonably requests in connection with Parent’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be conducted on reasonable advance written notice, during regular business hours and (ii) furnish under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and authorized agents and other representatives of Buyer the Company and its Subsidiaries to reasonably cooperate with Parent and Parent’s representatives in connection with such additional financial access and operating data examination, and Parent and its representatives shall reasonably cooperate with the Company and its Subsidiaries and their respective officers, employees, consultants, agents, accountants, attorneys and other information regarding representatives and shall use their commercially reasonable efforts to minimize any disruption to the Business (or copies thereof) as Buyer Business. Prior to the Closing, Parent and Parent’s representatives may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere contact and communicate with the normal operations employees of the Business Company and may be limited its Subsidiaries to the extent such access, necessary in light connection with the consummation of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are without the prior written consent of the Company; provided that, such requested communication does not consummatedunreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of the Company or any of its Subsidiaries or (ii) jeopardize would reasonably be expected to cause the Company or any of the Company’s Subsidiaries to lose the benefit of an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure or conflict with any confidentiality obligations to which the Company or any of the Company’s Subsidiaries is bound, in each case with respect to information to be disclosed; provided, however, that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable prior written request; and provided, further, that the Company shall use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without affecting attorney-client privilege or conflicting with such confidentiality obligations (iii) contravene it being understood that such commercially reasonable efforts shall not require the Company or any applicable Lawsof its Subsidiaries to pay any consideration or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoingClosing, (A) Buyer shall not have access to (x) personnel records without the prior written consent of the Transferred Employees relating to individual performance or evaluation recordsCompany, 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers Parent 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable carenot, and shall cause its Affiliates officers, employees, legal advisors, consultants, agents, accountants and their respective Representatives to use reasonable careother representatives not to, and to not cause contact any damage customer, supplier, distributor, independent contractor, landlord, lessor or bank of the Company or any of the Company’s Subsidiaries, other than in the ordinary course of Parent’s business, with respect to the propertiesCompany, assets any of the Company’s Subsidiaries or offices the transactions contemplated by this Agreement and (B) Parent shall have no right to perform invasive or subsurface investigations of Sellersthe properties or facilities of the Company or any of the Company’s Subsidiaries without the prior written consent of the Company. The Parties shall cooperate with respect to preparation and timely submission of Tax Returns in respect of Transfer Taxes arising in connection with the transactions contemplated by this Agreement and any Related Agreement. The Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.05 and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. No investigation pursuant to this Section 6.05 or otherwise by Parent, Merger Sub or their representatives shall be deemed to modify any of the Company’s representations and warranties contained in Article IV.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date exchange of information and to the Original Confidentiality Agreement until dated February 27, 1996, as amended (the Closing"Confidentiality Agreement"), upon reasonable noticeamong the parties to this Agreement, Sellers shall each of Professionals Group and PPTF shall, and shall cause each of their respective officersSubsidiaries to, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, accountants, counsel and authorized agents and other representatives of Buyer such additional financial and operating data and the other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably requestparty, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expenseaccess, during normal business hours, under hours during the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited period prior to the extent INSCX Xxxective Time, to all its properties, books, contracts, commitments and records and, during such accessperiod, in light each of COVID-19 Professionals Group and PPTF shall, and shall cause their respective Subsidiaries to, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or COVID-19 Measuresreceived by it during such period pursuant to the requirements of federal securities laws or state insurance laws (other than reports or documents which Professionals Group or PPTF, would jeopardize as the health case may be, is not permitted to disclose under applicable law or by agreement) and safety of (ii) all other information concerning its business, properties and personnel as such party may reasonably request. Neither Professionals Group nor PPTF nor any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer Subsidiaries shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to provide access to or to disclose any information to Buyer if where such access or disclosure wouldwould violate or prejudice the rights of Professionals Group's or PPTF's, in Sellers’ sole discretionas the case may be, (i) cause significant competitive harm to customers, jeopardize the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client and work product privileges of the entity in possession or other legal privilege control of such information or (iii) contravene any applicable Lawslaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of the Original this Agreement. Notwithstanding The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the foregoing, (A) Buyer shall not have access to (x) personnel records restrictions 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellerspreceding sentence apply.

Access to Information. From Solely for the purposes of consummating the transactions contemplated by this Agreement and the Ancillary Documents, from and after the date of the Original this Agreement until the Closingearlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Sellers the Company shall and shall provide, or cause their respective officersto be provided, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer STPK and its authorized representatives Representatives during normal business hours reasonable access to all of the officesemployees, properties properties, Contracts, and books and records of the Business, and Group Companies (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner so as to not to interfere with the normal business operations of the Business and may Group Companies). All of such information shall be limited treated as “Confidential Information” (or the applicable equivalent term) pursuant to the extent such accessterms of the Confidentiality Agreement, in light the provisions of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation which are by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementreference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreementforegoing, Sellers none of the Group Companies shall not be required to disclose to STPK or any of its Representatives any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm if and to the Business if the transactions contemplated hereby are not consummatedextent doing so (A) would violate any applicable Law, (iiB) jeopardize could, as reasonably determined upon the advice of outside legal counsel, result in the loss of the ability to successfully assert any attorney-client or work product privilege (provided that, in case of each of (A) and (B), the Company shall, and shall cause the other legal privilege Group Companies to, use commercially reasonable efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a manner without violating such privilege, Contract or Law), (ii) if any Group Company, on the one hand, and STPK or any of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to that is a Trade Secret. The Parties hereby acknowledge and agree that the date Confidentiality Agreement shall be automatically terminated effective as 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) Closing without any real property owned or leased further action by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any Excluded Asset, Excluded Liability Party or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellersother Person.

Access to Information. From (a) During the period commencing on the date hereof and ending on the earlier of (i) the Original date on which the Effective Time occurs and (ii) the date on which this Agreement until the Closingis terminated pursuant to Section 7.1, upon reasonable noticenotice and in compliance with Law, Sellers shall the Company shall, and shall cause each of the Company Subsidiaries to, afford Parent and Merger Sub and their respective Representatives reasonable access during normal business hours to the officers, directors, employeessenior management personnel, agentsaccountants, representativesproperties, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the officessystems, properties and network, books and records of the Business, Company and the Company Subsidiaries (ii) furnish excluding those books and records relating to the officersnegotiation of this Agreement and the process leading to the execution of this Agreement) and, employeesduring such period, the AGF Entities shall furnish promptly to Parent and authorized agents Merger Sub all material information concerning their business, properties and representatives of Buyer such additional financial personnel as Parent and operating data and other information regarding the Business (or copies thereof) as Buyer Merger Sub may from time to time reasonably request; provided, that (A) the Company may limit such access if in each casethe reasonable judgment of the Company, solely for purposes any applicable Law requires it or the Company Subsidiaries to restrict access to any of Buyer’s integration planning; their business, properties, information or personnel (provided, however, that any the Company shall endeavor to provide access to Parent and Merger Sub in a manner consistent with the Antitrust Laws), (B) such access shall not unreasonably disrupt the Company’s or furnishing any of the Company Subsidiaries’ operations, (C) review of the information received by Parent pursuant to this Section 5.2(a) shall be conducted at BuyerParent’s expense, during normal business hours(D) all documents or other information subject to attorney-client privilege and work-product doctrine shall be provided under a joint defense or common-interest privilege, to the extent applicable, and Parent, Merger Sub and the applicable AGF Entities shall enter into such documentation as may reasonably be required to evidence such privilege, and (E) such access shall be under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations appropriate personnel of the Business and may AGF Entities. Subject to the foregoing, no AGF Entity shall be limited required to conduct, or permit Parent, Merger Sub or any of their Representatives to conduct, any Phase II investigation or other environmental soil or groundwater investigation relating to any real property leased by any AGF Entity without the prior consent of the applicable landlord to the extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize required by the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of SellersReal Property Lease.

Access to Information. From the date of the Original Agreement hereof until the Closing, upon reasonable notice, Sellers shall the Company shall, and shall cause their respective officerseach Subsidiary of the Company, directorsand use reasonable best efforts to cause each Representative of the Company and its Subsidiaries to, employees, agents, representatives, accountants and counsel to (ia) afford Buyer Parent and its authorized representatives Representatives reasonable access to the assets, offices, properties and books and records of the Business, Company and its Subsidiaries; and (iib) furnish to the officers, employees, Parent and authorized agents and representatives Representatives of Buyer Parent such additional financial and operating data and other information regarding the Business Company and its Subsidiaries (or copies thereof) as Buyer Parent may from time to time reasonably request, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, and in such a manner as not to unreasonably interfere with the normal operations of the Business Company and may be limited its Subsidiaries. Notwithstanding anything to the extent such accesscontrary contained herein, in light prior to the Closing, Parent and authorized Representatives of COVID-19 Parent shall not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or COVID-19 Measuresdelayed, would jeopardize contact any customers, vendors, suppliers and creditors of the health Company and safety of any of their respective employees its Subsidiaries with respect to the Company or other Representatives. No investigation by Buyer its Subsidiaries or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreementthe Transactions contemplated herein. Notwithstanding anything to the contrary in this Agreement, Sellers the Company shall not be required to provide any such access or disclose any such information to Buyer Parent if such disclosure would, in Sellers’ sole discretion, would reasonably be expected to (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, jeopardize any attorney‑client or other legal privilege; or (ii) jeopardize violate any attorney-client confidentiality provisions related to any agreement or other legal privilege contract; provided, however, that the Company shall use reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or (iii) contravene any applicable Lawsmake such disclosure and shall otherwise use reasonable best efforts to permit such access or disclosure, fiduciary duty or binding agreement entered into prior including pursuant to the date use of “clean room” arrangements or redactions, pursuant to which Representatives of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have recipient could be provided 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) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to 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 and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellerssuch information.