Common use of Access to Information Clause in Contracts

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. The Company shall (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its Subsidiaries to, (i) afford to directors, officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not unreasonably disruptive to the Representatives operations of the Buyer reasonable accessbusiness of the Company and its Subsidiaries, during normal business hourshours and upon reasonable notice throughout the period prior to the Effective Time, to the offices, properties, books and records of the Business Company and its Subsidiaries and, during such period, shall (iiand shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested for reasonable purposes related to the Representatives consummation of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingtransactions contemplated by this Agreement; provided, however, that such investigation nothing herein shall not unreasonably interfere with any of require the businesses or operations of the Sellers Company or any of their Affiliates; and providedits Subsidiaries to disclose any information to Parent or Sub if such disclosure would, further, that in the auditors and accountants reasonable judgment of the Sellers Company, be expected to (i) violate applicable Law or the provisions of any agreement to which the Company or any of their Affiliates shall not be obliged its Subsidiaries is a party as of the date of this Agreement (as long as the Company has used commercially reasonable efforts to make any obtain the consent of the other party to the agreement), or (ii) constitute a waiver of the attorney-client, work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors product doctrine or accountants. If so requested other legal privilege held by the SellersCompany or any of its Subsidiaries; provided further, the Buyer however, that nothing herein shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer authorize Parent or its Representatives pursuant to undertake any invasive additional diligence investigation after the date of this Section 5.02(a). Without limiting Agreement, including investigations or sampling at any property owned, operated or leased by the foregoing, prior to the Closing, the Buyer shall not conduct, Company or its Subsidiaries without the prior written consent of the SellersCompany. Without limiting the foregoing, any environmental investigation at any property owned or leased by any Seller in the operation event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. The Confidentiality Agreement shall apply with respect to information furnished hereunder by or on behalf of the BusinessCompany, its Subsidiaries and the Company’s Representatives (as defined in no event may any such environmental investigation include any sampling the Confidentiality Agreement). The Company agrees that the Confidentiality Agreement is hereby amended to permit the inclusion of all actual or other intrusive investigation prospective sources of air, surface water, groundwater, soil debt financing (including convertible or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld equity-linked debt) (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any representatives of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer such financing sources) in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer term “Representative” as such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerterm is defined therein.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, to the extent ETE has the right under the Sigma Merger Agreement, upon the request from ETP, ETE will: (a) give ETP and its counsel, financial advisors, auditors and other authorized representatives (collectively, “Representatives”) reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, access to the offices, properties, books and records of the Business Citrus Parties and to the books and records relating to the Citrus Parties and permit ETP to make copies thereof, in each case (i) during normal business hours and (ii) solely to the extent that ETE either (1) has access to such offices, properties, books and records and has the right, to provide access to such offices, properties, books and records to such Persons or (2) has the right to require Southern Union to provide such access to such Persons; and (b) furnish to ETP and its Representatives such financial operating data and other information relating to the Representatives of Citrus Parties as such Persons may reasonably request, solely to the Buyer extent that ETE either (i) possesses such additional financial and operating data and other information regarding and has the Business or the Transferred Assets as the Buyer may from time right, to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that furnish such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; financial and provided, further, that the auditors operating data and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating other information to such access Persons or (ii) has the right, pursuant to work papers in form the Citrus Capital Stock Agreement, to require the Citrus Parties to furnish such financial and substance reasonably acceptable operating data and other information to such auditors or accountantsPersons. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives Any investigation pursuant to this Section 5.02(a)5.3 shall be conducted in such manner as not to interfere with the conduct of the business of the Citrus Parties. Without limiting Notwithstanding the foregoing, prior to the Closing, the Buyer ETP shall not conductbe entitled to perform any intrusive or subsurface investigation or other sampling of, on or under any of the properties of the Citrus Parties without the prior written consent of ETE. Notwithstanding the Sellersforegoing provisions of this Section 5.3, ETE shall not be required to, or to cause the Citrus Parties to, grant access or furnish information to ETP or any environmental investigation at of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing Contract. To the extent practicable, ETE shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. To the fullest extent permitted by Law, ETE and its Representatives and Affiliates shall (1) not be responsible or liable to ETP for personal injuries sustained by ETP’s Representatives in connection with the access provided pursuant to this Section 5.3 and (2) shall be indemnified and held harmless by ETP for any property owned or leased losses suffered by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or Persons in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall personal injuries; provided such personal injuries are not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts caused by the Buyer in the ordinary course gross negligence or willful misconduct of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerETE.

Access to Information. (a) From Seller agrees that, prior to the date Closing, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of this Agreement until the Closing Dateproperties, businesses and operations of Seller or Subsidiary in connection with the Purchased Assets, and such examination of the Documentation relating to the Purchased Assets, Subsidiary, the Purchased Shares and the Assumed Liabilities as it reasonably requests and to make extracts and copies of such Documentation. Any such investigation and examination shall be conducted during regular business hours upon reasonable prior noticeadvance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Seller and Subsidiary to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and except as determined in good faith Purchaser and its representatives shall cooperate with Seller, Subsidiary, and their representatives and shall use their Commercially Reasonable Efforts to minimize any disruption to the Business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be appropriate permitted to ensure compliance with any applicable Laws and the extent that it would require Seller or Subsidiary to disclose information subject to any applicable privileges (including the attorney-client privilege) and contractual privilege or conflict with any written confidentiality obligations, the Sellers shall use, and shall cause their Affiliates obligations to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business which Seller or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingSubsidiary is bound; provided, however, that such investigation information subject to attorney-client privilege or confidentiality obligations shall not unreasonably interfere with any of be disclosed to Purchaser in the businesses or operations of the Sellers or any of their Affiliates; and provided, further, event that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided underlying subject matter relates primarily to the Buyer Purchased Assets or its Representatives pursuant relates to Subsidiary. Except as otherwise set forth in this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained hereinAgreement, prior to the Closing, without the prior written consent of the SellersSeller, which may be withheld for any reason, (i) Purchaser shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any of, Seller or its AffiliatesSubsidiary, except for contacts by and (ii) Purchaser shall have no right to perform invasive or subsurface investigations of the Buyer in the ordinary course properties or facilities of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSubsidiary.

Access to Information. (a) From the date of this Agreement until the Closing DateAfter Closing, upon reasonable prior noticeBuyer will, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall will cause their Affiliates to use, reasonable best efforts to cause each of their respective its Representatives to, (i) at no cost to Buyer or its Representatives, afford to Seller, including its Representatives, on reasonable notice and at reasonable times, reasonable access to all books, records, files and documents related to the Representatives of the Buyer reasonable access, during normal business hoursBusiness in order to permit Seller to prepare and file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to the offices, properties, books prepare for and records of participate in any other investigation and defend any Proceedings relating to or involving Seller or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the other Related Documents to which it is a party and for other reasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (ii7) furnish years from the Closing Date and will not dispose of such records without first offering in writing to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time deliver them to time reasonably request for the purpose of preparing to operate the Business following the ClosingSeller; provided, however, that in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller and its Affiliates and Representatives, on reasonable notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with any the normal conduct of the businesses or operations of Buyer and (ii) Seller shall reimburse Buyer for the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers out-of-pocket costs reasonably incurred by Buyer in making such employees available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)Seller. Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent application of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customersSection 6.1(d), neither the all documents or information furnished by Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any obtained by Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue hereunder shall be subject to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSection 6.1(d).

Access to Information. (a) From the date of this Agreement hereof until the Closing DateEffective Time, upon reasonable prior noticethe Company will, and except as determined in good faith to be appropriate to ensure compliance with will cause the Subsidiaries, and each of its and their respective officers, directors, employees, counsel, advisors and representatives (collectively, the "Company Representatives") to, provide Parent, the Purchaser and any applicable Laws and subject to any applicable privileges person providing financing for the Offer or the Merger (including the attorney-client privilege"Financing Sources") and contractual confidentiality obligationstheir respective officers, employees, counsel, advisors, representatives (collectively, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i"Parent Representatives") afford the Representatives of the Buyer reasonable access, during normal business hourshours and upon reasonable notice, to the officesofficers and employees, properties, offices and other facilities and to the books and records of the Business Company and (ii) the Subsidiaries, as will permit Parent and the Purchaser to make inspections of such as either of them may reasonably require during normal business hours and will cause the Company Representatives and the Company's Subsidiaries to furnish Parent, the Purchaser and the Parent Representatives to the Representatives extent available with such other information with respect to the business, operations and prospects of the Buyer such additional financial Company and operating data the Subsidiaries during normal business hours as Parent and other information regarding the Business or the Transferred Assets as the Buyer Purchaser may from time to time reasonably request request. Unless otherwise required by law, Parent and the Purchaser will, and will cause the Parent Representatives to, hold any such information in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Parent, the Purchaser or the Parent Representatives. The Company agrees to make reasonably available its executive officers for presentations to any Financing Sources. In the purpose event of preparing termination of this Agreement for any reason, Parent and the Purchaser will, and will cause the Parent Representatives to, return to operate the Business following Company all copies of written information furnished by the Closing; provided, however, that such investigation shall not unreasonably interfere with Company or any of the businesses Company Representatives to Parent or operations of the Sellers Purchaser or the Parent Representatives and destroy all memoranda, notes and other writings prepared by Parent, the Purchaser or the Parent Representatives based upon or including the information furnished by the Company or any of their Affiliates; the Company Representatives to Parent or the Purchaser or the Parent Representatives (and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided Parent will certify to the Buyer or its Representatives pursuant to this Section 5.02(aCompany that such destruction has occurred). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From Prior to the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its Subsidiaries to, (i) afford the Representatives of the Buyer give Purchaser and its Representatives, upon reasonable access, advance notice and during normal regular business hours, reasonable access to the officesbooks, propertiesrecords, books personnel, officers and records facilities of the Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, and (ii) furnish without executing a customary access and indemnity agreement in respect thereto); provided, however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the date hereof, neither Seller nor any of its Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the Buyer extent that any such additional financial and operating data and other information regarding Tax Return or related material relates solely to the Transferred Entities, the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to (b) any information if making such information available would (i) reasonably be likely to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent result in a waiver of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling attorney-client or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers tolegal privilege, or customers of (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives Affiliates is a party) (it being understood that they may no longer contact Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such employeeLaw, supplier duty or customeragreement).

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws Effective Time and subject to any applicable privileges (including Applicable Law and the attorney-client privilege) and contractual confidentiality obligationsConfidentiality Agreement, the Sellers Company and Parent shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford upon reasonable advance notice, give to the Representatives of the Buyer other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access, access during normal regular business hours, hours to the offices, properties, books and records of such party (except that neither party shall conduct any environmental sampling or analysis without the Business advance written consent of the other party, which may be withheld in such other party’s sole discretion, and without executing a customary access and indemnity agreement in respect thereto), (ii) furnish to the Representatives of the Buyer other party, its counsel, financial advisors, auditors and other authorized representatives such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer such Persons may from time to time reasonably request for and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the purpose of preparing to operate the Business following the Closingother party in its investigation; provided, however, that the each party may restrict the foregoing access and the disclosure of information pursuant to this Section 8.06 to the extent that (A) in the reasonable good faith judgment of such investigation shall not unreasonably interfere with party, any Applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable good faith judgment of such party, the businesses information is subject to confidentiality obligations to a Third Party or operations (C) disclosure of any such information or document would result in the Sellers or any loss of their Affiliatesattorney-client privilege; and provided, further, that with respect to clauses (A) through (C) of this Section 8.06, Parent or the auditors and accountants Company, as applicable, shall use its commercially reasonable efforts to (1) obtain the required consent of the Sellers or any of their Affiliates shall not be obliged such Third Party to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to provide such access or disclosure, (2) develop an alternative to work papers in form and substance providing such information so as to address such matters that is reasonably acceptable to such auditors or accountants. If so requested by Parent and the SellersCompany and (3) in the case of clauses (A) and (C), the Buyer shall enter into a customary joint defense agreement with or implement such other techniques if the Sellers and parties determine that doing so would reasonably permit the disclosure of such of their Affiliates as they request with respect to any information to be provided to the Buyer without violating Applicable Law or its Representatives jeopardizing such privilege. Any investigation pursuant to this Section 5.02(a). Without limiting shall be conducted in such manner as not to interfere unreasonably with the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent conduct of the Sellers, business of the other party. No information or knowledge obtained in any environmental investigation at pursuant to this Section shall affect or be deemed to modify any property owned representation or leased warranty made by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerparty hereunder.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useshall, and shall cause their Affiliates to use, reasonable best efforts to cause each Acquired Company and each of their respective Representatives officers, directors, employees, representatives, attorneys, auditors and authorized agents to, (i) afford the Representatives officers, directors, employees, authorized agents, auditors, attorneys and representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, other facilities, books and records of the Business Acquired Companies and to those officers, directors, employees, representatives, counsel, auditors and agents of the Acquired Companies who have material knowledge pertaining to the Properties or the Acquired Companies including, without limitation, access to enter upon and investigate the Properties or the Acquired Companies, and (ii) furnish to the Representatives officers, directors, employees and authorized agents, auditors, attorneys and representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets Acquired Companies as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that (A) such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and providedAcquired Companies, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, (B) the Buyer shall enter into a customary joint defense agreement not, prior to the Closing Date, have any contact whatsoever with respect to the Acquired Companies or with respect to the transactions contemplated by this Agreement with any partner, lender, ground lessor, vendor or supplier of the Acquired Companies, except in consultation with the Sellers and such of their Affiliates as they request then only with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, express prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent approval of the Sellers, which approval shall not be unreasonably withheld or delayed, and (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts C) all requests by the Buyer in for access or information pursuant to this Section 4.3(a) shall be submitted or directed exclusively to an individual or individuals to be designated by the ordinary course Sellers. The Buyer shall not be permitted to conduct any invasive tests on any Property without the Sellers' and the applicable Acquired Company's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer agrees to indemnify the Sellers from and against any and all Losses (as hereinafter defined) suffered by the Sellers as a result of business consistent with past practices; provided that if a Seller does provide any actions taken by the Buyer such prior consent, with respect to the Buyer investigations and inspections contemplated hereby (excluding any Losses associated with any pre-existing Environmental Conditions discovered or identified as a result of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any exercise of its Representatives that they may no longer contact such employee, supplier or customerBuyer's rights under Section 4.12 below).

Access to Information. During the Retention Period, each party will cooperate with and afford, and will cause its Group members and Representatives to cooperate with and afford, to the other party reasonable access upon reasonable advance written request to all Information (other than Information which is (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the protected from disclosure by attorney-client privilegeprivilege or work product doctrine that is exclusive to that party, (b) proprietary in nature to such party, (c) the subject of a confidentiality agreement between such party and contractual confidentiality obligationsa third Person which prohibits disclosure to the other party, or (d) prohibited from disclosure under applicable law (collectively, the Sellers shall use“Restricted Information”)) owned by such party or one of its Group members or within such party’s or any of its Group member’s or Representative’s possession which is created prior to the Distribution Date and which relates to the requesting party’s (the “Requestor”) business, assets or liabilities, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, such access is reasonably required by the Requestor (i) afford to comply with requirements imposed on the Representatives of the Buyer reasonable accessRequestor by any governmental authority, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to for use in any Third-Party Claim or other proceeding (except for a Litigation Matter between the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers parties or any of their Affiliates; and providedrespective Group members), further(iii) to satisfy audit, accounting or similar requirements, (iv) to obtain insurance, or (v) to comply with the Requestor’s obligations under this Agreement or any Ancillary Agreement. As used in this Agreement, “access” will mean the obligation of a party in possession of Information (the “Possessor”) requested by the Requestor to exert its commercially reasonable efforts to locate all requested Information that the auditors and accountants of the Sellers is owned and/or possessed by Possessor or any of their Affiliates shall not its Group members or Representatives. The Possessor will conduct a diligent search designed to identify all requested Information and will collect all such Information (other than Restricted Information) for inspection by the Requestor during normal business hours at the Possessor’s place of business, and all reasonable, documented out-of-pocket expenses incurred by the Possessor in complying with its obligations hereunder will be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating reimbursed by the Requestor promptly upon request by the Possessor. Subject to such access confidentiality and/or security obligations as the Possessor may reasonably deem necessary, the Requestor may have all requested Information (other than Restricted Information) duplicated at Requestor’s expense. Alternatively, the Possessor may choose to work papers deliver, at the Requestor’s expense, all requested Information (other than Restricted Information) to the Requestor in the form and substance reasonably acceptable to such auditors or accountants. If so requested by the SellersRequestor. The Possessor will notify the Requestor in writing at the time of delivery if such Information is to be returned to the Possessor. In such case, the Buyer shall enter into a customary joint defense agreement with the Sellers and Requestor will return such of their Affiliates as they request with respect to any information to be provided Information when no longer needed to the Buyer or its Representatives Possessor at the Requestor’s expense. In connection with providing Information pursuant to this Section 5.02(a). Without limiting 4.3, each party hereto will, upon the foregoingrequest of the other party and upon reasonable advance notice, prior make available during normal business hours its employees (and those employees of its Group members) to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, extent that they are reasonably necessary to discuss and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection explain all requested Information with any such properties. Notwithstanding anything and to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerRequestor.

Access to Information. (a) From the date of this Agreement until the Closing Date (and, with respect to the Acquired Stores to be transferred at each Subsequent Closing, each Subsequent Closing Date and the Distribution Center to be transferred at the Distribution Center Closing Date, the Distribution Center Closing), upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their its Affiliates and Representatives to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and Acquired Stores; (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets Acquired Stores as the Buyer may from time to time reasonably request request; and (iii) make available to the Representatives of Buyer and its Affiliates those employees of Seller and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Buyer, its Affiliates or its or their respective Representatives in connection with its inquiries, including the presence of such persons as witnesses in hearings or trials for the purpose of preparing to operate the Business following the Closing; such purposes provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers Seller or any of their its Affiliates; and provided, further, that the auditors and accountants of the Sellers Seller or any of their its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ unless and accountants’ normal disclosure procedures and then only after until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the SellersSeller, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request Seller with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. During the Interim Period, the Company and Parent shall each use its commercially reasonable efforts to, (a) From continue to give the date of this Agreement until the Closing Dateother party, upon reasonable prior notice, its legal counsel and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective its other Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, full access to the offices, properties, books properties and records Books and Records of the Business Company (including the Company continuing to provide Parent and its representatives access to the “data rooms” or “virtual data rooms” used in connection with the negotiation of and entering into this Agreement), (iib) furnish to the other party, its legal counsel and its other Representatives such information relating to the business of the Buyer Company and Parent as such Persons may reasonably request including additional financial diligence information requested by Parent which the Company shall input into the “data rooms” or “virtual data rooms” used in connection with the negotiation of and operating data entering into this Agreement and (c) cause its employees, legal counsel, accountants and other information regarding Representatives to cooperate with the other party in its investigation of the Business (in the case of the Company) or the Transferred Assets as business of Parent (in the Buyer may from time to time reasonably request for the purpose case of preparing to operate the Business following the ClosingParent); provided, however, that such no investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers pursuant to this Section 6.3 (or any of their Affiliatesinvestigation made prior to the date hereof) shall affect any representation or warranty given by the Company or Parent; and provided, further, that any investigation pursuant to this Section 6.3 shall be conducted in such manner as not to interfere unreasonably with the auditors and accountants conduct of the Sellers or Business of the Company, provided further that, to the extent the furnishing of any information pursuant to this Section 6.3, if the furnishing of their Affiliates shall not be obliged to make any work papers available to any Person except such information would, in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating the opinion of legal counsel to such access to work papers party, result in the loss of attorney-client privilege or other privilege from such disclosure, in which case the parties will enter into a joint defense arrangement or similar agreement, in a form and substance reasonably acceptable satisfactory to the parties, in order to allow such auditors information to be disclosed without the loss of attorney-client privilege or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request other privilege with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerinformation.

Access to Information. (a) From a)From the date of this Agreement until the Closing DateTransition Period (or until earlier termination of this Agreement), upon reasonable prior notice, and except as determined in good faith by Seller to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers Seller shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business that will be Transferred Records and Transferred Regulatory Documentation and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding related to the Business Business, in each case to the extent readily available to Seller, and prepared or gathered in the Transferred Assets ordinary course of business, as the Buyer may from time to time reasonably request for the purpose purposes ​ ​ of preparing to operate the Business following the ClosingTransition Period; provided, however, that the provision of such investigation access and such data and information shall not (y) unreasonably interfere with any of the businesses businesses, personnel or operations of the Sellers Seller, or any of their Affiliates; and provided, further, (z) that the auditors Auditors and accountants of the Sellers Seller or any of their Affiliates its Affiliates, as applicable, shall not be obliged to make any work papers available to any Person except in accordance with such auditorsAuditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors Auditors or accountants. If so requested by From the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such date of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to Agreement until the Closing, except for the Buyer shall not conduct, without parties listed in Section 7.2 of the Seller Schedules or such other parties for whom Seller provides prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything (not to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers withheld, conditioned or customersdelayed), neither the Buyer Buyer, its Affiliates nor any of its their respective Representatives shall contact any employees of, suppliers to, or customers of of, Seller in connection with or with respect to this Agreement, any Seller other Transaction Agreement or its Affiliatesthe transactions contemplated hereby and thereby, except for contacts by the Buyer or (other than in the ordinary course of business consistent with past practices; provided that if a Seller does provide practice) to otherwise discuss the Buyer such prior consent, the Buyer and business or operations of any of the Business; provided, further, however, that neither Buyer, its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or Affiliates nor any of their respective Representatives shall have any contact or discussion with any party (including those parties listed on Section 7.2 of the Seller Schedules or such other party for whom Seller has otherwise provided prior written consent) during the referenced period, without first consulting Seller and its Affiliates, and the applicable Representatives that they may no longer of Seller and its Affiliates shall be copied on all written correspondence and present for all oral communications and meetings; provided, further, that, with respect to the parties listed on Section 7.2 of the Seller Schedules, any contact or discussion shall be limited to the topics set forth on such employee, supplier or customerSchedule.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useshall, and shall cause their Affiliates (to usethe extent reasonably required) to, upon reasonable best efforts to cause each of request by the Buyer, provide the Buyer, the Buyer’s lenders and their respective Representatives toemployees, counsel, accountants and other representatives and advisors (icollectively, the “Representatives”) afford the Representatives of the Buyer reasonable full access, during normal business hourshours on reasonable notice (and at such other times as Buyer reasonably requests) and under reasonable circumstances, to the officesany and all premises, properties, Contracts, commitments, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding exclusively of or relating exclusively to the Business Stock or the Transferred Assets as Companies (the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing“Company Subject Matter”); provided, however, that the Sellers shall use their respective commercially reasonable efforts to provide to the Buyer and its lenders any such investigation information that does not relate exclusively to the Company Subject Matter to the extent such information can be segregated without undue effort from information relating to the Sellers or their Affiliates and that is not otherwise confidential or of a competitive nature; provided, further, that such access may be limited to the location at which the relevant information is normally maintained, shall not unreasonably interfere with any of the businesses or operations of the Sellers Companies or any of their Affiliates; , and provided, further, that shall be limited to the auditors and accountants extent reasonably determined to be required by the applicable law. In furtherance of the foregoing but subject to the limitations of this Section 9.3, the Sellers or any of shall, and shall cause each Company’s Subsidiaries to, permit the Buyer, the Buyer’s lenders and their Affiliates shall not be obliged respective Representatives to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such have reasonable access to work papers in form and substance reasonably acceptable the Real Property to such auditors or accountants. If so requested by perform, at the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the SellersBuyer’s expense, any environmental investigation at any property owned or leased by any Seller in testing that the operation Buyer reasonably deems appropriate, including, without limitation, a Phase I environmental site assessment of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesproperty pursuant to ASTM Standard E 1527-05. Notwithstanding anything Prior to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)Closing Date, neither the Buyer nor any of its Representatives shall contact or make inquiries to any employees of, suppliers to, or customers governmental agencies (other than as contemplated by Articles VII and VIII hereof) in connection with the transactions contemplated by this Agreement without the prior written consent of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSeller.

Access to Information. (a) From Subject to the date of this Confidentiality Agreement until the Closing Dateand applicable Laws, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges AT Plastics shall (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its Subsidiaries to, (i) afford the Representatives officers, employees, counsel, accountants and other authorized representatives and advisors ("Representatives") of the Buyer reasonable Acetex access, during normal business hourshours from the date hereof and until the earlier of the Effective Date or the termination of this Agreement, to the offices, its properties, books books, contracts and records as well as to its management personnel, and, during such period, AT Plastics shall (and shall cause each of its Subsidiaries to) furnish promptly to Acetex all information concerning its business, properties and personnel as Acetex may reasonably request. Subject to the Confidentiality Agreement and applicable Laws, upon reasonable notice, Acetex shall (and shall cause each of its Subsidiaries to) provide the same access to AT Plastics and its Representatives on the same terms and conditions. Nothing in the foregoing shall require Acetex or AT Plastics to disclose information subject to a written confidentiality agreement with third parties or competitively sensitive information relating to areas or projects where Acetex and AT Plastics are competitors. For greater certainty, until the earlier of the Business Effective Date and the termination of this Agreement, access to and exchange of competitively sensitive confidential information (ii"Confidential Data") furnish as between the Parties shall be limited to that which is reasonably necessary for the purposes of securing all necessary regulatory approvals, the preparation and settlement of definitive documents and the advancement of the Amalgamation as contemplated herein and shall be further limited such that the dissemination of such Confidential Data shall be confined to those representatives of the Parties and their advisors who have a need to know such information for these purposes and who agree to respect such confidentiality in their dealings with such Confidential Data. In particular, with reference to access to and the sharing of Confidential Data of one Party with representatives of the other Party for the purposes of preparing any filings or submissions under the Competition Act in respect of the Amalgamation, the general principle which shall be applied is that such information shall be made available to, exchanged or shared with counsel to the Representatives of Parties rather than the Buyer such additional financial and operating data and other information regarding the Business Parties or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerrepresentatives.

Access to Information. (a) From the date of this Agreement until the Closing DateAfter Closing, upon reasonable prior noticeBuyer will, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall will cause their Affiliates to use, reasonable best efforts to cause each of their respective its Representatives to, (i) at no cost to Buyer or its Representatives, afford to Seller, including its Representatives, on reasonable notice and at reasonable times, reasonable access to all books, records, files and documents related to the Representatives of the Buyer reasonable access, during normal business hoursBusiness in order to permit Seller to prepare and file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller, the offices, properties, books and records of Subsidiary or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the other Related Documents to which it is a party and for other reasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (ii7) furnish years from the Closing Date and will not dispose of such records without first offering in writing to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time deliver them to time reasonably request for the purpose of preparing to operate the Business following the ClosingSeller; provided, however, that in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller and its Affiliates and Representatives, on reasonable notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with any the normal conduct of the businesses or operations of Buyer and (ii) Seller shall reimburse Buyer for the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers out-of-pocket costs reasonably incurred by Buyer in making such employees available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)Seller. Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent application of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customersSection 6.1(d), neither the all documents or information furnished by Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any obtained by Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue hereunder shall be subject to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSection 6.1(d).

Access to Information. (a) From Except as prohibited by applicable Law, during the period from the date hereof until the earlier of the Effective Time and the termination of this Agreement until the Closing Date, upon reasonable prior noticein accordance with its terms, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and all cases subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsConfidentiality Agreement, the Sellers Company shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer give to Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and other authorized representatives reasonable access, access during normal business hours, hours to the offices, properties, books facilities, assets, books, records, Service Providers and records agents of the Business Company and its Subsidiaries in a manner that does not unreasonably interfere in any material respect, (ii) furnish to the Representatives of the Buyer Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and other authorized representatives such additional financial and operating data and other information regarding (including the Business or work papers of the Transferred Assets Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as the Buyer such Persons may from time to time reasonably request for and (iii) instruct the purpose Service Providers, counsel, financial advisors, accountants, consultants, agents and other authorized representatives of preparing the Company and its Subsidiaries to operate cooperate with Parent in its non-invasive investigation of the Business following the ClosingCompany and its Subsidiaries; provided, however, that any such investigation access shall not unreasonably interfere with be afforded and any of the businesses or operations of the Sellers or any of their Affiliates; such information shall be furnished at Parent’s expense; and provided, further, further that the auditors and accountants parties hereto shall act in good faith in all respects in the performance of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountantsobligations under this Section 5.02(a). If so requested Information obtained by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer Parent or its Representatives Merger Sub pursuant to this Section 5.02(a). Without limiting ) will constitute confidential information under the foregoing, prior Confidentiality Agreement and will be subject to the Closing, the Buyer shall not conduct, without the prior written consent provisions of the Sellers, any environmental Confidentiality Agreement. Any investigation at any property owned or leased by any Seller pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the operation conduct of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent business of the Sellers, which Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 5.02 shall not affect or be unreasonably withheld (and which must be in writing only for contacts with suppliers deemed to modify any representation or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts warranty made by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerCompany hereunder.

Access to Information. (a) From the date of this Agreement until the applicable Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the applicable Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the applicable Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the applicable Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer. Notwithstanding anything to the contrary in this Section 5.02(a), from and after the Initial Closing, the Sellers will have no further rights or obligations under this Section 5.02(a) with respect to the portion of the Business conducted in the Initial Closing Territory or the Initial Closing Transferred Assets, and from and after each Interim Closing, the Sellers will have no further rights or obligations under this Section 5.02(a) with respect to the portion of the Business conducted in the applicable Interim Closing Territory or the applicable Interim Closing Transferred Assets.

Access to Information. (a) From the date of this Agreement until the Closing DatePending Closing, WCG shall at all reasonable times and upon reasonable prior notice, and except as determined in good faith to be notice during regular business hours make appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each members of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, its management team available for questions related to the officesproperties, propertiesassets, books and records of the Business and (ii) furnish pertaining to the Representatives of Acquired Entities, the Buyer such additional financial and operating data and other information regarding Acquired Interests, the Business or the Transferred Assets as the Buyer may from time to time Projects which shall be reasonably request available for the purpose of preparing to operate the Business following the Closingexamination and review by Purchaser and its Representatives; provided, however, that such investigation Purchaser’s inspections and examinations shall not unreasonably interfere with any of disrupt the businesses or normal operations of WCG, the Sellers Seller Parties, the Acquired Entities or any of their Affiliatesthe Projects, shall be subject to WCG’s and the Acquired Entities’ safety and security procedures and shall be at Purchaser’s sole cost and expense; and provided, further, that the auditors and accountants of the Sellers or neither Purchaser, nor any of their its Affiliates or Representatives, shall not be obliged to make access the Project sites or conduct any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors intrusive environmental site assessment or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request activities with respect to any information to be provided to the Buyer Acquired Entities or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, properties without the prior written consent of WCG (such consent not to be unreasonably withheld, delayed or denied). For the Sellersperiod ninety (90) days subsequent Purchase and Sale Agreement – WCG to Closing, any environmental investigation WCG shall make available during regular business hours, those employees responsible for providing accounting services to the Acquired Entities, and, at any property owned or leased by any Seller Purchaser’s request, facilitate discussions with the Acquired Entities’ independent auditors, in each case for the operation purpose of answering questions related to the properties, assets, Taxes, and books and records of the BusinessAcquired Entities. WCG shall not, and in no event may however, be required to incur any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or costs in connection with any the provision of such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts services by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerAcquired Entities’ independent auditors.

Access to Information. (a) From the date of this Agreement until the Closing Dateearlier of the valid termination of this Agreement or the Effective Time and subject to Law (including COVID-19 Actions) and the Confidentiality Agreement, the Company shall during normal business hours and upon reasonable prior written notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including solely for purposes of furthering the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives toMerger or integration planning relating thereto, (ia) afford the give to Parent, its counsel, financial advisors, auditors and other authorized Representatives of the Buyer reasonable access, access during normal business hours, hours to the officers, employees, offices, properties, Contracts, books and records of the Business Company and its Subsidiaries and (iib) furnish to the Representatives of the Buyer such additional instruct its and their employees, counsel, financial and operating data advisors, auditors and other information regarding the Business or the Transferred Assets as the Buyer may from time authorized Representatives to time reasonably request for the purpose of preparing to operate the Business following the Closingcooperate with Parent in such access; provided, however, that (i) the foregoing shall not require the Company or any of its Subsidiaries to permit access to (A) any information that would give rise to the waiver of any attorney-client privilege or other privilege or trade secret protection or the work product doctrine (provided that the Company shall use reasonable efforts to provide any such information pursuant to a common interest agreement or in any other alternative fashion that would not reasonably be expected to result in the waiver of any applicable protection or privilege), (B) any information that in the good faith reasonable opinion of the Company would violate any Law, (C) such documents or information that are reasonably pertinent to any pending litigation, suit, action or proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law), (D) subject to, and without limiting, the requirements of Section 6.03 and Section 8.02, any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the Transactions or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the board of directors of the Company (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement, or (E) subject to, and without limiting, the requirements of Section 6.03, any information related to an Adverse Recommendation Change or the actions of the board of directors of the Company (or any committee thereof) with respect thereto, (ii) any such investigation shall be conducted under reasonable supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal business or operations of the Company or its Subsidiaries or otherwise result in any unreasonable burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and Parent shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any disruption to the businesses of the Company that may result from any such requests for access and (iii) any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures, policies and insurance requirements and will not include the right to sample soil, sediment, groundwater, surface water, air or building materials or conduct any other intrusive environmental sampling or testing. For the avoidance of doubt, nothing in this Section 6.04 will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that create an unreasonable burden on the employees of the Company or its Subsidiaries. In addition, the Company, its Subsidiaries and Parent shall cooperate in good faith to arrange for, as reasonably agreed by Parent and the Company, communication strategies for, and joint meetings of the Company and Parent with, the Company’s customers, suppliers, and employees; provided, that such meetings do not unreasonably interfere with any of the businesses or operations of the Sellers Company and its Subsidiaries and comply with Law. The Company may, as it deems advisable and necessary, reasonably designate commercially sensitive material provided to the other as “Outside Counsel Only Material” or any of their Affiliates; with similar restrictions, and provided, further, that such materials and the auditors and accountants information contained therein shall be given only to the outside counsel of the Sellers recipient, or any of their Affiliates shall not otherwise as the restriction indicates, and be obliged to make any work papers available subject to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors additional confidentiality or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with between the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesparties. Notwithstanding anything to the contrary contained herein, prior to with the Closing, without the prior consent of the Sellers, Parent (which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customerswithheld), neither the Buyer nor any of Company may satisfy its Representatives shall contact any employees of, suppliers to, obligations set forth above by electronic means if physical access is not reasonably feasible or customers would not be permitted under Law (including as a result of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerCOVID-19 Actions).

Access to Information. (a) From the date hereof until the earlier of (x) the Closing and (y) any termination of this Agreement until the Closing Datepursuant to Section 7.1, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives toits officers, directors, employees, auditors and agents to (i) afford the Representatives officers, employees and representatives of the Buyer Purchaser reasonable access, during normal business hours, to the offices, plants, warehouses, properties, Contracts, Tax Returns, books and records and employees of the Business Seller, and (ii) furnish to the Representatives officers, employees and representatives of the Buyer Purchaser such additional financial and operating data and other information regarding the Business or the Transferred Assets operations of Seller as the Buyer are then in existence and as Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that such investigation investigations shall not (i) unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers Seller or any of their Affiliates shall not be obliged or (ii) include any rights to make perform or conduct any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors Phase II environmental or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer other physically destructive testing or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, investigations without the prior written consent of Seller (which consent Seller shall have the Sellersright to withhold or condition in its sole and absolute discretion). All information provided pursuant to this Section 4.3 shall be governed by the terms of the confidentiality agreement in place between Seller and Purchaser and all discussions by Purchaser or its representatives with any employees of Seller shall be coordinated only through Seller’s senior management and such senior management having the right but not the obligation to participate in or monitor such discussions; provided, however, Purchaser and its representatives shall have the right to meet privately with any environmental investigation at any property owned employees and other independent contractors of Seller without Seller’s senior management or leased by any Seller other representatives participating in such meetings to the extent the substance of such meetings do not involve and will be limited to discussions of and negotiations about such individual’s future employment, professional goals, role in the operation future of the Business and future developments of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. After each Closing Date with respect to an Acquired Companies Acquisition, Seller and Purchaser shall grant each other (a) From or their respective designees), and Purchaser shall cause the date of this Agreement until the Closing Dateapplicable Acquired Companies to grant to Seller (or its designees), access at all reasonable times upon reasonable prior notice, and except as determined in good faith notice to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives all of the Buyer reasonable access, during normal business hours, to the offices, propertiesinformation, books and records of the Business and (ii) furnish relating to the Representatives applicable Acquired Companies in its possession, to the extent such books and records reasonably relate to an Indemnification Claim or Third Party Claim and shall afford such party the right (at such party’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to implement the provisions of, or to investigate, prosecute or defend any claims between the Parties arising under, this Agreement other than (a) information relating to post-Closing periods that is commercially sensitive, trade secret or otherwise confidential or (b) in the case of claims between the Buyer Parties, any information that is subject to any attorney-client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure. At or promptly after such additional financial and operating data Closing, Seller shall deliver to Purchaser all books, records, correspondence, files, and other information regarding of or relating to the Business applicable Acquired Companies or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; providedtheir properties, howeverbusiness, that such investigation shall not unreasonably interfere with operations or condition (other than any of the businesses foregoing items that relate to applicable Excluded Items) in Seller’s or operations its Affiliate’s possession to the extent such information is not in the custody or possession of the Sellers or any of their Affiliates; and provided, further, that applicable Acquired Companies on the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement applicable Closing Date other than (i) information relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request pre-Closing periods with respect to any non-Company Affiliate that is commercially sensitive, trade secret or otherwise confidential or (ii) in the case of claims between the Parties, any information that is subject to any attorney client, work product or other privilege or that otherwise would not be required to be provided to the Buyer or its Representatives pursuant to a subpoena or other civil discovery procedure. To the extent that this Section 5.02(a). Without limiting 10.9 conflicts with the foregoingprocedures in Article IX, prior to the Closing, the Buyer Article IX shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customergovern.

Access to Information. Upon reasonable advance notice and subject to applicable Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the other party and its Representatives, reasonable access during normal business hours to (aand, with respect to books and records, the right to copy) From all of its and such Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, in each case for the purpose of completing diligence related to the transactions contemplated by this Agreement; provided, that such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. Subject to applicable Laws, from the date of this Agreement until the Closing DateEffective Time, upon reasonable prior notice, Parent and except as determined in good faith the Partnership shall furnish promptly to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, one another (i) afford a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the Representatives transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Authority thereunder), as applicable (other than documents that such party is not permitted to disclose under applicable Laws) (which such furnishing will be deemed to have occurred in the case of any document filed with or furnished to the SEC without further action on the part of the Buyer reasonable accessfiling or furnishing party, during normal business hoursas applicable), to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other all information regarding the Business concerning Parent’s or the Transferred Assets Partnership’s business, properties and personnel as the Buyer other party may from time reasonably request, including all information relating to time reasonably request environmental matters, for the purpose of preparing completing the other party’s due diligence. Notwithstanding the foregoing, no party shall have an obligation to operate provide access to any information (a) the Business following disclosure of which the Closing; providedother party has concluded, howeverin its reasonable judgment, that may jeopardize any privilege available to such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers party or any of their Affiliates; and provided, further, that the auditors and accountants its Affiliates relating to such information or would be in violation of the Sellers a confidentiality obligation to a third party binding on such party or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors its Affiliates, or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, (b) prior to the Closing, regarding the Buyer shall not conduct, without the prior written consent deliberations of the SellersGP Board or the Conflicts Committee, or the Parent Board, as applicable, with respect to the transactions contemplated hereby or any environmental investigation at similar transaction or transactions with any property owned other Person, the entry into this Agreement, or leased any materials provided to such Persons in connection therewith, including materials prepared by any Seller financial or legal advisors, except as required by applicable Laws, including the Securities Act and the Exchange Act in the operation respect of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentRegistration Statement, the Buyer Consent Solicitation Statement/Prospectus and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSchedule 13E-3.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date(or earlier termination of this Agreement), upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and the Seller shall, subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives toLaw, (i) afford the Purchaser and its Representatives of the Buyer (A) reasonable access, during normal business hours, access to the offices, properties, properties and books and records of the Business Seller and (B) reasonable assistance and cooperation of the appropriate personnel and agents of the Seller in the review of such books and records, and (ii) furnish to the officers, employees, and other authorized Representatives of the Buyer Purchaser such additional financial and operating data and other information regarding related to the Business Purchased Assets and the Assumed Liabilities of the Seller (or the Transferred Assets legible copies thereof) as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountantsrequest. If so requested All requests by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives Purchaser for access pursuant to this Section 5.02(a). Without limiting the foregoing, prior 5.3(a) shall be submitted or directed exclusively to the Closing, Seller or such other individuals as the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller may designate in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertieswriting from time to time. Notwithstanding anything to the contrary contained hereinin this Agreement, the Seller shall not be required to disclose any information to the Purchaser if such disclosure would, based on the advice of counsel, (i) jeopardize any attorney-client or other legal privilege; (ii) contravene any applicable Laws or binding agreement entered into prior to the Closing, without date hereof; or (iii) result in the prior consent disclosure of any confidential information of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practicesSeller; provided that if a the Seller does not disclose any information in reliance on this sentence, the Seller shall (A) promptly provide a written notice to the Purchaser stating that it is withholding information in reliance on this sentence and (B) use commercially reasonable efforts to provide the Buyer such prior consent, information requested by the Buyer and Purchaser in a way that does not result in any of its Representatives may continue the consequences referred to contact such employeein clauses (i), supplier or customer (xii) unless such consent explicitly states otherwise or (yiii) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerabove.

Access to Information. From the date hereof until the earlier of the valid termination of this Agreement or the Effective Time and subject to Applicable Law (including COVID-19 Measures) and the Confidentiality Agreement, the Company shall during normal business hours and upon reasonable prior written notice, and solely for purposes of furthering the Merger or integration planning relating thereto, (a) From the date of this Agreement until the Closing Dategive to Parent, upon its counsel, financial advisors, auditors and other authorized Representatives reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hourshours to its officers, to the key employees, offices, properties, Contracts and books and records of the Business and (iib) furnish to the Representatives of the Buyer such additional instruct its employees, counsel, financial and operating data advisors, auditors and other information regarding the Business or the Transferred Assets as the Buyer may from time authorized Representatives to time reasonably request for the purpose of preparing to operate the Business following the Closingcooperate with Parent in such access; provided, however, that (i) the foregoing shall not require the Company or any of its Subsidiaries to permit access to (A) any information that would give rise to the waiver of any attorney-client privilege or other privilege or trade secret protection or the work product doctrine (provided that the Company shall use commercially reasonable efforts to make any such information available in such a way that would not reasonably be expected to jeopardize the attorney-client privilege or other privilege or trade secret protection or the work product doctrine), (B) any information that in the good faith reasonable opinion of the Company would violate any Applicable Law, (C) such documents or information that are reasonably pertinent to any pending litigation, suit, action or proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, (D) subject to, and without limiting, the requirements of Section 6.03 and Section 8.01(a), any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company’s Board of Directors (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement, or (E) subject to, and without limiting, the requirements of Section 6.03, any information related to an Adverse Recommendation Change or the actions of the Company’s Board of Directors (or any committee thereof) with respect thereto, (ii) any such investigation shall be conducted under reasonable supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal business or operations of the Company or its Subsidiaries or otherwise result in any unreasonable burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and Parent shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any disruption to the businesses of the Company that may result from any such requests for access and (iii) any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures, policies and insurance requirements and will not include the right to sample soil, sediment, groundwater, surface water, air or building materials or conduct any other environmental sampling or analysis. For the avoidance of doubt, nothing in this Section 6.04 will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that create an unreasonable burden on the employees of the Company or its Subsidiaries. In addition, the Company, its Subsidiaries and Parent shall cooperate in good faith to arrange for, as reasonably agreed by Parent and the Company, communication strategies for, and joint meetings of the Company and Parent with, the Company’s customers, suppliers, and employees; provided, that (y) such meetings do not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; Company and provided, further, that the auditors its Subsidiaries and accountants (z) a Representative of the Sellers Company must be present at all times during such meetings. The Company may, as it deems advisable and necessary, reasonably designate commercially sensitive material provided to the other as “Outside Counsel Only Material” or any with similar restrictions, and such materials and the information contained therein shall be given only to the outside counsel of their Affiliates shall not the recipient, or otherwise as the restriction indicates, and be obliged to make any work papers available subject to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors additional confidentiality or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with between the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesparties. Notwithstanding anything to the contrary contained herein, prior to with the Closing, without the prior consent of the Sellers, Parent (which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customerswithheld), neither the Buyer nor any Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under Applicable Law (including as a result of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerCOVID-19 Measures).

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, Seller shall: (i) afford the Representatives of the use its Commercially Reasonable Efforts to give Buyer reasonable accessand its Representatives, during normal ordinary business hourshours and upon reasonable notice, reasonable access to all books, records, plans, offices and other facilities and properties included in the offices, properties, books and records of the Business and Purchased Assets; (ii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding in the Business or possession of Seller with respect to the Transferred Purchased Assets as the Buyer may from time to time reasonably request for request; and (iii) furnish Buyer with all such other information in the purpose possession of preparing Seller as shall be reasonably necessary to operate enable Buyer to verify the Business following accuracy of the Closingrepresentations and warranties of Seller contained in this Agreement; provided, however, that (A) any such investigation inspections and investigations shall be conducted in such manner as not to interfere unreasonably interfere with any the operation of the businesses or operations of the Sellers or any of their Affiliates; and providedPurchased Assets, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Seller shall not be obliged required to make take any work papers available action which would constitute a waiver of the attorney-client or other privilege, (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply and (D) Seller shall not be required to supply Buyer with any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request information with respect to any information the Jointly Owned Stations to be provided which Seller is not entitled pursuant to the Buyer or its Representatives pursuant terms of the Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to this Section 5.02(a). Without limiting the foregoingcontrary, prior to the ClosingClosing Date, the Buyer shall not have the right to perform or conduct, without the prior written consent of the Sellersor cause to be performed or conducted, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of airtesting at, surface waterin, groundwater, soil on or anything else at or in connection with underneath any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerJointly Owned Station.

Access to Information. (a) From the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to useits officers, reasonable best efforts to cause each of their respective Representatives directors, employees, agents, representatives, accountants and counsel to, (i) afford the Representatives of Purchaser and its contemplated Financing Sources and its and their officers, employees, and authorized agents and representatives reasonable access to, and the Buyer reasonable accessright to inspect, during normal business hourswhere applicable, to the officesemployees, propertiespremises, books and records records, Material Contracts, and other data of the Business and the Xxxxxx Group; and (ii) furnish to the Representatives of the Buyer Purchaser and its contemplated Financing Sources and its and their officers, employees, and authorized agents and representatives such additional financial and operating data and other information regarding the Business and the Xxxxxx Group (or the Transferred Assets copies thereof) as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that any such investigation access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of Dow’s personnel and in such a manner as not unreasonably to interfere with any of the businesses or normal operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained hereinin this Agreement, prior to the Closing, without the prior consent of the Sellers, which Seller shall not be unreasonably withheld (and which must be in writing only for contacts required to disclose any information to the Purchaser if, after consultation with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentcounsel, the Buyer and any of its Representatives may continue to contact Seller determines in good faith that such employeedisclosure would, supplier or customer (x) unless such consent explicitly states otherwise jeopardize any attorney-client or other legal privilege; or (y) until contravene any applicable Laws, fiduciary duty or agreement entered into prior to the date of this Agreement. When accessing any of Dow’s properties, the Purchaser and its officers, employees, authorized agents and representatives shall and the Purchaser shall cause its Financing Sources and their officers, employees, and their authorized agents and representatives to comply with all of Dow’s safety and security requirements for the applicable property. The Purchaser agrees to coordinate any requests for access and information from Dow and its personnel employed by Dow in a manner related to the Business and to consolidate any such Seller informs requests so as to minimize any disruption to the Buyer business operations of Dow to the extent reasonably practicable. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be allowed to sample and analyze any soil or groundwater or other environmental media, or any building material, without the express written consent of its Representatives that they the Seller, which may no longer contact be withheld in the sole and absolute discretion of Seller. No investigation by the Purchaser or information made available to, or received by, the Purchaser (whether before or after the date hereof) shall operate as a waiver, update, modification or otherwise affect any of the Purchaser’s rights under this Agreement, including pursuant to Articles VIII, IX and X hereof, or any representation, warranty or agreement of the Seller in this Agreement, nor shall any such employeeinvestigation or information be deemed to amend, supplier update, modify or customersupplement the Seller Disclosure Schedule.

Access to Information. (a) From the date Closing Date until six (6) months after the termination of this Agreement until in accordance with Section 6.1, each of the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsIssuer, the Sellers shall useTransferor and the Servicer, as applicable, will, at any time and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request during regular business hours, on at least five (5) Business Days (or if an Early Redemption Event has occurred, one Business Day) notice to the Issuer, the Transferor or the Servicer, as the case may be, permit the Agent on behalf of the Investors, or their agents or representatives (i) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Issuer, the Transferor or the Servicer, as the case may be, relating to the Receivables (other than names of account holders and Proprietary Information, including strategic plans for the Servicer’s credit card business), including the forms of Credit Card Agreements under which such Receivables arise, (ii) to engage a third-party to perform a loan to file review of the Receivables and (iii) to visit the offices and properties of the Issuer, the Transferor or the Servicer, as applicable, for the purpose of preparing examining such materials described in clause (i) above and observing and discussing collection practices and business and financial prospects generally. Unless an Early Redemption Event has occurred, the Agent and the Investors shall be limited to operate one visit per year, which visit shall be at the Business following Issuer’s, the ClosingTransferor’s or the Servicer’s, as applicable, reasonable cost and expense (and otherwise at the expense of the Investors), in no event to exceed Twenty-Five Thousand and No/100 Dollar ($25,000.00) per annum in the aggregate when combined with any reimbursement amounts due and payable by the Transferor pursuant to Section 2.3(c), unless a first examination indicates material deficiencies and an additional visit is required, in the sole discretion of the Agent; provided, however, that such investigation any visits following the termination of this Agreement shall not unreasonably interfere with any be at the expense of the businesses or operations Agent. In addition, each of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the SellersIssuer, the Buyer shall enter into a customary joint defense agreement Transferor and the Servicer, as applicable, will, instruct its independent accountants and financial advisors to cooperate with the Sellers Agent and such of its agents and representatives in their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives investigation pursuant to this Section 5.02(a4.2(d). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts Any information obtained by the Buyer Agent and the Investors pursuant to this Section 4.2(d) shall be held in confidence by the ordinary course Agent and the Investors in accordance with the provisions of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSection 6.9 hereof.

Access to Information. (a) From the date of this Agreement until and after the Closing Date, upon reasonable prior noticeSt. Xxxx shall afford to the Company and its Post-closing Subsidiaries and their respective authorized accountants, counsel and other designated representatives (collectively, "REPRESENTATIVES") reasonable, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges reasonably prompt, access (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, using commercially reasonable best efforts to cause each of their respective Representatives to, (igive access to Persons possessing information) afford the Representatives of the Buyer reasonable access, during normal business hourshours to all data and information that is specifically described in writing (collectively, "INFORMATION") within the possession of St. Xxxx or any Post-closing Subsidiary of St. Xxxx relating to the offices, properties, books and records Company or any Post-closing Subsidiary of the Business Company, insofar as such Information is reasonably required by the Company or such Post-closing Subsidiary including in connection with its preparation of regulatory reports and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; providedfilings, howeverPROVIDED, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates St. Xxxx shall not be obliged to make any work papers available to any Person except in accordance provide information concerning contracts with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such an inception date of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the ClosingJanuary 1, the Buyer shall not conduct, without the prior written consent 2002 other than: (i) copies of the Sellers, any environmental investigation at any property owned or leased underwriting files for contracts that were underwritten by any Seller St. Xxxx Re in the operation of 1997, 1998, 1999, 2000 and 2001 underwriting years and that are within the Business, and Transferred Lines or the Excluded Classes as set forth in no event may any Schedule 11.01; (ii) aggregate loss data for contracts that are within the Transferred Lines or the Excluded Classes upon the Company's representation that such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or information is required in connection with any such properties. Notwithstanding anything its business; and (iii) St. Xxxx will also provide access to the contrary contained herein, underwriting files (but shall not provide copies thereof) for contracts written by St. Xxxx Re within the Transferred Lines or the Excluded Classes in underwriting years prior to 1997 upon the ClosingCompany's representation that it requires access to such information in connection with its business. For greater certainty, without the prior consent of the Sellers, which St. Xxxx shall not be unreasonably withheld required to share any claims information relating to any individual contract having an inception date that is prior to January 1, 2002. Similarly, from and after the Closing Date, the Company shall afford to St. Xxxx, any Post-closing Subsidiary of St. Xxxx and their respective -39- Representatives reasonable access (and which must be including using commercially reasonable efforts to give access to Persons possessing information) during normal business hours to Information within the Company's or any Post-closing Subsidiary of the Company's possession that is specifically described in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue relating to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer St. Xxxx or any Post-closing Subsidiary of its Representatives that they St. Xxxx, insofar as such Information is reasonably required by St. Xxxx or a Post-closing Subsidiary of St. Xxxx. Information may no longer contact such employeebe requested under this Article XI for, supplier without limitation, audit, accounting, claims, litigation (other than any claims or customerlitigation between the parties hereto or their Subsidiaries) and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated hereby.

Access to Information. From the date hereof until the Closing, Seller shall (a) From afford Buyer and its Representatives reasonable access to and the date right to inspect all of this Agreement until the Closing Dateproperties, upon reasonable prior noticeassets, premises, Books and except Records, Assigned Contracts and other documents and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as determined in good faith to be appropriate to ensure compliance with Buyer or any applicable Laws of its Representatives may reasonably request; and subject to any applicable privileges (including the attorney-client privilegec) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford instruct the Representatives of the Seller to cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingBusiness; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not unreasonably to interfere with any the conduct of the businesses or operations of the Sellers Business or any other businesses of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such Seller. All requests by Buyer for access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing6.03 shall be submitted or directed exclusively to Seller or Owners, prior or such other individuals as Seller may designate in writing from time to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiestime. Notwithstanding anything to the contrary contained hereinin this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without and in concert with Seller, Buyer shall have the prior consent right to contact and discuss the operation of the SellersBusiness with Seller's ten (10) largest customers by volume, which five (5) largest suppliers by volume and all major distributors. Buyer shall, and shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of cause its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts abide by the Buyer in terms of the ordinary course of business consistent Confidentiality Agreement with past practices; respect to any access or information provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue pursuant to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerthis Section 6.03.

Access to Information. (a) From After the date Closing, Purchaser shall provide to the officers, employees, agents and representatives of this Agreement until the Closing Date, upon any Seller Indemnitees reasonable prior notice, and except as determined in good faith access to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, Books and Records with respect to the officesHotel, properties, books and records of the Business and (ii) furnish the Property, and (iii) the employees at the Hotel, for any purpose deemed reasonably necessary or advisable by Seller, including, without limitation, to the Representatives of the Buyer such additional financial prepare any documents required to be filed by any Starwood Entity under Applicable Law or to investigate, evaluate and operating data and defend any claim, charge, audit, litigation or other information regarding the Business proceeding made by any Person or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closinginsurance company involving any Starwood Entity; provided, however, that (A) such investigation Seller Indemnitees shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliatesprovide reasonable prior notice to Purchaser; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Purchaser shall not be obliged required to make any work papers available provide such access during non business hours; (C) Purchaser shall have the right to any Person except accompany the officer, employees, agents or representatives of such Seller Indemnitees in providing access to the Books and Records, the Property or the employees of Purchaser (or Purchaser’s manager) as provided in this Section 8.8; and (D) Seller shall defend, indemnify and hold harmless the Purchaser Indemnitees in accordance with such auditors’ ARTICLE XV from and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors against any Indemnification Loss incurred by any Purchaser Indemnitees arising from any examinations, tests, investigations or accountants. If so requested studies of the Property conducted by the SellersSeller Indemnitees, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer its employees, agents or its Representatives representatives pursuant to this Section 5.02(a)8.8. Without limiting the foregoingPurchaser, prior at its cost and expense, shall retain all Books and Records with respect to the Closing, the Buyer shall not conduct, without the prior written consent Hotel for a period of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to five (5) years after the Closing, without . This Section 8.8 shall survive the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerClosing.

Access to Information. (a) From After the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useBuyer shall, and shall cause their its Affiliates to use, reasonable best efforts to cause each of their respective Representatives (including the Acquired Companies) to, preserve, in accordance with and until such date as may be required by, Buyer’s, or its applicable Affiliates’ standard document retention policies (ibut for not less than six (6) afford years from the Representatives of the Buyer reasonable accessClosing Date or such later date as may be required by applicable Law), during normal business hours, to the offices, properties, all pre-Closing Date books and records of the Business Acquired Companies other than, with respect to HLI, books (or portions thereof), records (or portions thereof), personnel, officers and (ii) furnish other facilities and properties to the Representatives of the Buyer such additional financial extent relating to Unrelated HLI Assets or Unrelated HLI Liabilities and operating data and other information regarding the Business possessed or the Transferred Assets as the controlled by such Person. During such period, upon any reasonable request from Seller or its Representatives, Buyer may from time or any of its Affiliates holding such books and records shall (a) provide to time reasonably request for the purpose of preparing Seller or its authorized Representatives reasonable access to operate the Business following the Closingsuch books and records during normal business hours; provided, however, that such investigation access shall not unreasonably interfere with any the conduct of the businesses business of Buyer or operations of the Sellers or any of their Affiliates; its Affiliates holding such books and provided, further, that the auditors records and accountants of the Sellers or any of their Affiliates shall not be obliged (b) permit Seller to make any work papers available copies of such books and records, in each case, at no cost to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating Seller or its Representatives (other than for reasonable out-of-pocket expenses). Nothing herein shall require Buyer or its Affiliates to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to disclose any information to be Seller if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law, Governmental Order or any fiduciary duty (it being understood that Buyer and its Affiliates shall (i) cooperate with any requests for, and use their reasonable best efforts to obtain, any waivers, and (ii) use their reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, that would enable otherwise required disclosure to Seller or its Representatives to occur without so jeopardizing privilege or contravening such applicable Law, Governmental Order or fiduciary duty or agreement) or (except as provided to the in Section 10.04) require Buyer or its Representatives pursuant Affiliates to disclose its Tax records (except for Tax records of, or with respect to, the Acquired Companies) or any personnel or related records. Such books and records may be requested under this Section 5.02(a)8.01 for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Seller or its Affiliates or other similar purpose. Without limiting Notwithstanding the foregoing, prior upon the expiration of such retention period, any and all such books and records may be destroyed by Buyer if Buyer sends to Seller written notice of its intent to destroy such books and records, specifying in reasonable detail the Closingcontents of the books and records to be destroyed; such books and records may then be destroyed after the sixtieth (60th) day following such notice unless Seller notifies Buyer that Seller desires to obtain possession of such books and records, the in which event Buyer shall not conduct, without transfer the prior written consent books and records to Seller and Seller shall pay all reasonable out-of-pocket expenses of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or Buyer in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customertherewith.

Access to Information. (a) From Until the date of Closing or until this Agreement until is earlier terminated, Seller shall afford to the Closing Dateofficers, upon reasonable prior noticeemployees, agents and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges authorized representatives of Buyer (including the attorney-client privilegeindependent public accountants, financial advisors and attorneys) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hours, upon reasonable advance written notice, to the offices, propertiesproperties and business, books tax and accounting records (including computer files, retrieval programs and similar documentation) of the Business and other records and documents relating to the Purchased Assets and Assumed Liabilities to the extent Buyer shall reasonably deem necessary in connection with the Transaction (iiincluding with respect to any assessment of the Estimated Closing Statement and the Estimated Closing Working Capital delivered by Seller pursuant to Section 1.5(a)) and shall furnish to the Representatives of the Buyer or its authorized representatives such additional financial information relating to the Purchased Assets and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time shall be reasonably request for the purpose of preparing to operate the Business following the Closingrequested; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates Seller shall not be obliged required to make violate any work papers available obligation of confidentiality to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer which Seller or its Representatives Affiliates are subject or applicable Law in discharging its obligations pursuant to this Section 5.02(a)5.3 and provided, further that Buyer and its authorized representatives shall not conduct environmental sampling or testing of any kind without the written permission of Seller. Without limiting Buyer agrees that such investigation shall be conducted in such a manner as not to unreasonably interfere with the foregoingoperations of Seller and its Affiliates, prior and Buyer and its representatives shall not speak to any of the employees, customers, distributors, or suppliers of Seller and its Affiliates on matters related to the Closing, acquisition of the Buyer shall not conduct, Business without the prior written consent of the SellersGeneral Counsel or Vice President-Business Development of Seller, and any environmental investigation at any property owned or leased by any Seller such permitted communications shall be made in the operation presence of the Business, and in no event may any such environmental a designated representative of Seller. No review or investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the by Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except representatives pursuant to this Section 5.3 shall affect the representations and warranties made by Seller pursuant to this Agreement or the remedies of Buyer for contacts by the Buyer in the ordinary course breaches of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer those representations and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerwarranties.

Access to Information. (a) From the date of this Agreement Execution Date until the Closing Date, and otherwise subject to the limitations, restrictions and exceptions provided in Sections 2.08(c) hereof, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers Seller shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the make available to Buyer reasonable access, during normal business hours, access to the offices, properties, books and records of Seller related to the Business Acquired Assets and Assumed Liabilities; (ii) furnish make available to the Representatives of the Buyer such additional financial and operating data and other information regarding relating to the Business or the Transferred Assets as the Buyer may from time to time reasonably request and Seller may have, (iii) to the extent not otherwise available under this Section 6.02, allow Buyer reasonable access to Seller’s senior executive officers for Buyer’s reasonable investigation of the purpose of preparing to operate Business, and (iv) abide by the Business following the Closingterms set forth in Section 2.08 hereof; provided, however, that any such investigation access or furnishing of information shall be conducted during normal business hours upon reasonable notice to Seller, under the supervision of Seller’s personnel or designees in such a manner as to not unreasonably interfere with any the conduct of the businesses Business or the normal operations of the Sellers Seller or any of their Affiliates; its Affiliates and providedat Buyer’s sole cost and expense, further, except that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conductcompensate Seller for any payment made by Seller for the time or reasonable travel, without the prior written consent lodging or meal expenses of the SellersSeller’s executives, any environmental investigation at any property owned employees, agents or leased by any Seller representatives in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesrelation thereof. Notwithstanding anything to the contrary contained hereinin this Agreement, prior to the Closing, without the prior consent of the Sellers, which Seller shall not be unreasonably withheld required at any time to disclose any information to Buyer (and which must be 1) that is, in writing only for contacts Seller’s sole discretion, confidential, including, without limitation, any information regarding other bids, bidders or analysis or advice with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers torespect thereto, or customers of (2) if such disclosure would (A) in Seller’s sole discretion jeopardize any Seller applicable privilege, including attorney-client privilege or its Affiliateswork-product privilege, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (yB) until such Seller informs the Buyer or contravene any of its Representatives that they may no longer contact such employee, supplier or customerduty imposed by applicable laws.

Access to Information. (a) From To the extent permitted by Law, between the date of this Agreement until and the Closing Date, Seller will, during ordinary business hours and upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford give Buyer and Buyer’s Representatives reasonable access to the Representatives Purchased Assets and those of its properties, contracts and records used principally in the Buyer reasonable access, during normal business hoursBusiness or principally related to the Purchased Assets, to which Seller has the officesright to grant access without the consent of any other Person (and in the case where consent of another Person is required, properties, books only on such terms and records of the Business and conditions as may be imposed by such other Person); (ii) permit Buyer to make such reasonable inspections thereof (including but not limited to surveys thereof) as Buyer may reasonably request; (iii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding with respect to the Business or the Transferred Assets as the Buyer may from time to time reasonably request; (iv) grant Buyer access to such officers and employees of Seller as Buyer may reasonably request for the purpose of preparing to operate in connection with obtaining information regarding the Business following or the ClosingPurchased Assets, including with respect to any environmental matters, regulatory matters and financial information; (v) furnish Buyer with copies of surveys, legal descriptions of real property and easements, contracts, leases and other documents with respect to the Purchased Assets in Seller’s possession and reasonable control; (vi) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed by Seller with, or received by Seller from, any Governmental Entity; and (vii) furnish Buyer all information concerning the Business Employees or Covered Individuals as reasonably requested; provided, however, that (A) any such investigation shall not unreasonably interfere with will be conducted, and any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers officers and employees of Seller will be exercised, in form and substance reasonably acceptable such a manner as not to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement interfere unreasonably with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the BusinessBusiness or any other Person, (B) Buyer will indemnify and in no event may hold harmless Seller from and against any such environmental investigation include Losses caused to Seller by any sampling action of Buyer or Buyer’s Representatives while present on any of the Purchased Assets or other intrusive investigation premises to which Buyer is granted access hereunder (including restoring any of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything the Real Property to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.condition substantially equivalent

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, upon reasonable prior notice, the Seller shall cause is officers, employees, agents, representatives, accountants and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall usecounsel, and to the extent a Subsidiary is engaged in the operation of the Business, shall cause their Affiliates to usesuch Subsidiary’s officers, reasonable best efforts to cause each of their respective Representatives directors, employees, agents, representatives, accountants and counsel to, : (i) afford the Representatives officers, employees, agents, accountants, counsel, financing sources and representatives of the Buyer Purchaser reasonable access, during normal business hours, under reasonable circumstances and at mutually agreed locations, to the offices, properties, plants, other facilities, books and records of the Business and the Purchased Assets and to those officers, employees, agents, accountants and counsel of the Seller or its Subsidiaries who have knowledge relating to the Business and the Purchased Assets (ii) furnish to the Representatives officers, employees, agents, accountants, counsel, financing sources and representatives of the Buyer Purchaser such additional financial and operating data and other information (to the extent in the possession of the Seller or any Subsidiary) regarding the Business and the Purchased Assets (or the Transferred Assets legible copies thereof) as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesrequest. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any such access or disclose any such information to the Purchaser or any such other person if such disclosure would, in the Seller’s discretion (after consultation with outside counsel), (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws. Nothing contained hereinin this Agreement shall be construed to give to the Purchaser, directly or indirectly, any rights to control or direct the operations of the Seller or Subsidiary in respect of the Business prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerClosing Date.

Access to Information. (a) From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement until the Closing Datein accordance with its terms, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including restrictions contained in the attorney-client privilege) confidentiality agreements to which the Group Companies are subject, Seller shall provide to Buyer and contractual confidentiality obligations, its authorized representatives and the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable accessFinancing Sources, during normal business hours, hours reasonable access to the offices, properties, books and records of the Business and Group Companies (in a manner so as to not interfere with the normal business operations of any Group Company); provided that Seller may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party, provided that Seller shall use its reasonable best efforts to obtain the consent of such third party to permit such disclosure, (ii) furnish that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by outside counsel, constitutes a waiver of any such privilege or (iii) if the Representatives provision of access to such document (or portion thereof) or information, as reasonably determined by outside counsel, would reasonably be expected to conflict with applicable Laws. In addition, from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Seller shall promptly provide Buyer such additional and its authorized representatives and the Financing Sources via email or shared data site with true and complete copies of all financial and operating data statements, documents and other information regarding reasonably requested by Buyer and available to Seller to the extent relating to the Group Companies. All of such information shall be treated as confidential information pursuant to the terms of the applicable Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. To the extent Seller has not made available to Buyer complete and correct copies of any written Contracts (including any Leases) (as identified in the Schedules as of the date hereof), Seller shall provide to Buyer complete and correct copies of such written Contracts (including any Leases) within twenty (20) calendar days of the date hereof. Nothing herein shall be construed to require Seller to provide access to any underlying data communicated to Buyer’s consultant, Xxxx & Company, Inc., pursuant to the Clean Team Confidentiality Agreement, or any commercially sensitive information exchanged by the parties’ respective legal counsel pursuant to that certain Joint Defense Agreement, dated July 19, 2017, or any personnel information made available to Buyer’s legal counsel pursuant to that certain HR Clean Team Confidentiality Agreement, which limitation of access obligations shall survive termination of this Agreement. Seller shall deliver or cause to be delivered to Buyer as promptly as practical following the date hereof (and in any event not more than three (3) Business Days following the date hereof) five copies of one or more CDs, DVDs or USB flash drives containing copies of all documents (in a readable format) that were uploaded to the Transferred Assets Xxxxxxx data site in connection with the purchase and sale of the Shares as of 5:00 p.m. Eastern Time on the date immediately preceding the date hereof. Seller shall deliver or cause to be delivered to Buyer may from time to time reasonably request for as promptly as practical following the purpose of preparing to operate the Closing (and in any event not more than three (3) Business Day following the Closing; provided) five copies of one or more CDs, howeverDVDs or USB flash drives containing copies of all documents (in a readable format) that were uploaded for review by Xxxx & Company, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or Inc. in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to purchase and sale of the Shares as of the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From Between the date Execution Date and the Closing or the earlier termination of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsAgreement, the Sellers shall useshall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives the Company and its Subsidiaries to, (i) afford the Representatives of to the Buyer and its representatives reasonable access, during normal business hours, access to the offices, all of its properties, books books, Contracts and records of the Business and records, (ii) furnish to the Representatives Buyer all information concerning the properties, books, Contracts, records and personnel of the Company and its Subsidiaries as Buyer such additional financial may reasonably request (including the work papers of the Company’s independent accountants upon receipt of any required consent from the Company’s independent accountants), and operating data and other information regarding (iii) instruct the Business or the Transferred Assets as Company’s representatives to cooperate with the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingand its representatives in Buyer’s reasonable investigation; provided, however, that such investigation shall not unreasonably interfere with the Company and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Company’s sole discretion, (A) any of Law requires the businesses Company and/or the relevant Subsidiary to restrict or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available prohibit access to any Person except in accordance with such auditors’ and accountants’ normal properties or information, (B) the disclosure procedures and then only after of such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement and/or such confidentiality obligations arose prior to Closing, (C) it would cause significant competitive harm to Sellers, the Company, any of its Subsidiaries and their respective businesses if the Contemplated Transactions are not consummated, or (iv) it would jeopardize any attorney-client or other privilege. Any investigation pursuant to this Section 5.02(a)6.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and/or the relevant Subsidiary. Without limiting the foregoing, prior Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the SellersCompany, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which Buyer shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentof, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer Company or any of its Representatives that they may Subsidiaries, and Buyer shall have no longer contact such employee, supplier right to perform invasive or customersubsurface investigations of the Leased Real Property. The rights to access information as provided in this Section 6.02 shall apply mutatis mutandis to the Company (as the entitled party) in respect of the Buyer.

Access to Information. (a) From Subject to applicable Law, during the period commencing on the date hereof and ending at the earlier of the Effective Time and the termination of this Agreement until in accordance with Section 7.1, the Closing DateCompany will, and will cause each of its Subsidiaries to, upon reasonable prior noticewritten notice of the Parent, permit the Parent and its Representatives and Financing Sources to have (at the Parent’s expense) reasonable access at all reasonable times, and except in a manner so as determined in good faith not to be appropriate to ensure compliance interfere with any applicable Laws the normal business operations of the Company and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hoursits Subsidiaries, to the officesofficers and senior management, propertiesthe premises, books agents, customers, suppliers, books, records, and records Contracts of the Business and (ii) furnish or pertaining to the Representatives Company and any of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets its Subsidiaries as the Buyer Parent may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingin writing; provided, however, that such investigation shall the Parent will not unreasonably interfere with any have access to (i) individual performance or evaluation records or medical histories, (ii) information that is subject to attorney-client privilege or other privilege, or (iii) information that in the opinion of the businesses or operations Company would result in a breach of a Contract to which the Sellers Company or any of their Affiliatesits Subsidiaries are bound, or (vi) information related to the Company’s sale process; provided, further, that such access will comply with all applicable Laws and all applicable real property leases regarding the premises and shall not include any intrusive testing or environmental sampling of any kind; provided, further, however, that no such access shall affect the representations, warranties, covenants or agreements of the parties (or the remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that the auditors Parent shall not discuss any proposed employment arrangements or equity investments in the Parent with the officers and accountants senior management of the Sellers or any Company until after the 15th day from the date hereof; provided, further, that if (i) the Board of their Affiliates Directors receives a bona fide written Alternative Proposal within 15 days of the date of this Agreement and (ii) the Person making such Alternative Proposal agrees to be bound by the same obligations by which the Parent is bound under this proviso and the immediately preceding proviso, then the Parent shall not be obliged to make discuss any work papers available to any Person except proposed employment arrangements or equity investments in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement Parent with the Sellers officers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent senior management of the Sellers, any environmental investigation at any property owned or leased by any Seller in Company until the operation earlier of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless the termination or withdrawal of such consent explicitly states otherwise Alternative Proposal or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer31st day from the date hereof.

Access to Information. (a) From The Company and the date of this Agreement until the Closing DateShareholders shall afford to Acquiror and to Acquiror's accountants, upon reasonable prior notice, counsel and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, other representatives access during normal business hourshours during the period prior to the Effective Time of the Merger, subject to reasonable notice, to the offices, all its properties, books books, contracts, commitments, records, reports and records other information, including the work papers of the Business and (ii) furnish to the Representatives of the Buyer Company's accountants, any reviews, examinations, or reports by such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request accountants, for the purpose of preparing conducting an investigation of the Company related to operate the Business following Merger on an ongoing basis until the ClosingEffective Time of the Merger; provided, however, that such investigation shall be conducted in a manner that does not unreasonably interfere with any the normal operations and employee relations of the businesses or operations Company. Acquiror and Acqcorp on the one hand, and Company and the Shareholders on the other, will hold nonpublic information received from the other ("Confidential Information") in confidence until such time as such information otherwise becomes publicly available. In the event of termination of this Agreement for any reason each shall promptly return all documents containing Confidential Information obtained from the Sellers or other and any copies made of their Affiliates; and such documents. This covenant of confidentiality shall survive any termination of this Agreement, any other provision notwithstanding provided, furtherhowever, that the auditors and accountants of the Sellers or any of their Affiliates obligation to keep such Confidential Information confidential shall not be obliged apply to make (i) any work papers available information which (A) a party can establish by convincing evidence was already in its possession prior to any Person except the disclosure thereof by the other; (B) was then generally known to the public; (C) became known to the public other than as a result of actions by the other; or (D) was disclosed by a third party not bound by an obligation of confidentiality; or (ii) disclosures in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors the federal securities laws or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent an order of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation a court of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customercompetent jurisdiction.

Access to Information. (a) From In addition to the date provisions of this Agreement until Section 5.02, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, claims relating to Excluded Liabilities, financial statements, or the determination of any matter relating to the rights or obligations of Seller or any of its Affiliates under any of the Transaction Agreements, upon reasonable prior notice, and except as determined in good faith to be appropriate necessary to (i) ensure compliance with any applicable Laws and subject to Law, (ii) preserve any applicable privileges privilege (including the attorney-client privilege), or (iii) and comply with any contractual confidentiality obligations, the Sellers shall usePurchaser shall, and shall cause their its Affiliates to use, reasonable best efforts to cause each of their respective and its Representatives to, (iA) afford the Representatives of the Buyer Seller and its Affiliates reasonable access, during normal business hours, to the offices, properties, books and records of Purchaser and its Affiliates in respect of the Business and the Purchased Assets (iiand related Liabilities), (B) furnish to the Representatives of the Buyer Seller and its Affiliates such additional financial and operating data and other information regarding the Business and the Purchased Assets (and related Liabilities) as Seller or the Transferred Assets as the Buyer its Representatives may from time to time reasonably request and (C) make available to the Representatives of Seller and its Affiliates those employees of Purchaser and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Seller, its Affiliates or its or their respective Representatives in connection with its inquiries for any of the purpose purposes referred to above, including the presence of preparing to operate the Business following the Closingsuch persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with any of the businesses business or operations of the Sellers Purchaser or any of their its Affiliates; and provided, further, that the auditors and accountants of the Sellers Purchaser or any of their its Affiliates shall not be obliged obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the SellersPurchaser, the Buyer Seller or one of its Affiliates shall enter into a customary joint defense agreement with the Sellers Purchaser and such of their its Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives Seller pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer5.01.

Access to Information. (a) From the date of this Agreement until the Closing DateSeller shall afford to Purchaser reasonable access, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, 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 officesClosing, to the properties, books books, Contracts, records and records personnel of the Business Seller and (ii) furnish its Subsidiaries to the Representatives of extent related to the Buyer such additional financial Business, the Purchased Assets and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingTarget Entities; provided, however, 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 may be subject in discharging their obligations pursuant to this Section 5.4(a) (provided that, if and to the extent practicable, Seller shall use reasonable best efforts to otherwise make appropriate alternative disclosure arrangements in a manner that would not reasonably be expected to violate such investigation obligation of confidentiality); (ii) Seller shall make available, or cause its Subsidiaries to make available, Business Service Provider personnel files only after the Closing Date and, with respect to any Business Service Providers, if and when Purchaser provides Seller with notice that the applicable Business Service Providers have provided Purchaser with a release permitting transfer of those files (provided that Seller shall not unreasonably interfere with make, or cause to be made, available medical records, workers compensation records or the results of any drug testing; and that Purchaser shall indemnify and hold Seller and its Affiliates (including the other Seller Entities) and their respective Affiliates harmless from any Liabilities arising out of or relating to the businesses transfer of such personnel files); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or operations conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Sellers Owned Real Property or the Transferred Leased Property, or any other property of Seller, the other Seller Entities, the Target Entities or any of their respective Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon Upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges the --------------------- Company shall (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its subsidiaries to, (i) afford the Representatives to officers, employees, counsel, accountants and other authorized representatives of the Buyer Acquiror ("Acquiror's Representatives") reasonable access, during normal business hourshours throughout the period prior to the Effective Time, to the offices, its properties, books and records and, during such period, shall (and shall cause each of its subsidiaries to) furnish promptly to Acquiror's Representatives all information concerning the business, properties and personnel of the Business Company and (ii) furnish its subsidiaries as may reasonably be requested, including the opportunity to observe the Representatives full physical chain-wide inventory count of the Buyer such additional financial Company and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information its subsidiaries to be taken in October 1996 (which inventory count shall be completed no later than October 31, 1996), provided to the Buyer or its Representatives that no investigation pursuant to this Section 5.02(a)6.5 shall affect or be deemed to modify any of the representations or warranties made by the Company. Without limiting Acquiror agrees that it will not, and will cause Acquiror's Representatives not to, use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. In connection with the foregoing, prior the Company agrees to cause the Company's independent accountants to provide their workpapers to Acquiror upon the terms and subject to the Closingconditions on which such workpapers have previously been provided to Acquiror. The Confidentiality Agreement, dated July 16, 1996 (the Buyer "Confidentiality Agreement"), between Acquiror and the Company shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection apply with any such properties. Notwithstanding anything respect to the contrary contained hereininformation furnished hereunder and survive any termination of this Agreement, prior subject to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (terms and which must be conditions set forth in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerConfidentiality Agreement.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to usethe Target Companies to, cause its officers, directors, and employees, and shall use its commercially reasonable best efforts to cause each of their respective Representatives its agents, representatives, accountants and counsel to, : (ia) afford the Representatives officers, employees, agents, accountants, counsel and representatives of the Buyer who are subject to an appropriate confidentiality agreement reasonable access, during normal business hours, to the offices, properties, plants, other facilities, books and records Records of the Business Target Companies and (iib) furnish to the Representatives officers, employees, agents, accountants, counsel and representatives of the Buyer who are subject to an appropriate confidentiality agreement such additional financial and operating data and other information regarding the Business assets, properties, Liabilities and goodwill of the Target Companies (or the Transferred Assets legible copies thereof) as the Buyer may from time to time reasonably request request, or as may be reasonably necessary, to facilitate the transactions contemplated by this Agreement, or for the purpose of preparing to operate for the Business operation of the business of the Target Companies following the Closing, or otherwise for the purpose of preparing for Buyer’s post-Closing relationship with Seller and the Target Companies pursuant to this Agreement and the Ancillary Agreements; provided, however, that (i) such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliatesonly be upon reasonable notice and shall be at Buyer’s sole cost and expense; and provided, further, that the auditors (ii) Buyer and accountants of the Sellers or any of their Affiliates its representatives shall not be obliged permitted to make perform any work papers available to environmental sampling at any Person except in accordance with such auditors’ Owned Real Property or Leased Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. All information obtained by Buyer and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer its representatives shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided subject to the Buyer or its Representatives Confidentiality Agreement. All requests for access pursuant to this Section 5.02(a). Without limiting the foregoing, prior 6.03(a) shall be made to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSeller.

Access to Information. From the Effective Date until the Closing, Seller shall (a) From the date of this Agreement until the Closing Date, upon reasonable prior noticegrant Buyer and its Representatives full access to, and except as determined in good faith a full opportunity to be appropriate to ensure compliance with any applicable Laws inspect, investigate, and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsaudit, the Sellers shall useBooks and Records, properties, Contracts, filings, and shall cause their Affiliates other documents, data, and records related to use, reasonable best efforts to cause each of their respective Representatives tothe Business, (ib) afford furnish Buyer and its Representatives with such financial, operating, and other data and information related to the Business as Buyer or any of its Representatives may request; and (c) instruct the Representatives of the Seller to cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such Business. Any investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)5.2 shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to unreasonably interfere with the conduct of the Business or any other businesses of Seller. Without limiting the foregoing, prior to the Closing, the No investigation by Buyer or other information received by Buyer shall not conductoperate as a waiver or otherwise affect any representation, without the prior written consent of the Sellerswarranty, any environmental investigation at any property owned or leased agreement given or made by any Seller in the operation of the Businessthis Agreement. All requests by Buyer for access pursuant to this Section 5.2 shall be submitted or directed exclusively to Dxxxx X’Xxxxx and B. Sxxxx Xxx, and or such other individuals as Seller may designate in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertieswriting from time to time. Notwithstanding anything to the contrary contained hereinin this Agreement, prior Seller shall not be required to the Closingdisclose any information to Buyer if such disclosure would, without the prior consent in Seller’s counsel’s opinion (which shall be delivered to Buyer) would: (y) jeopardize Seller’s attorney-client privilege; or (z) contravene any applicable Legal Requirement. Except as provided in Section 6.2(d), Buyer may not contact any suppliers or customers of the SellersBusiness without Seller’s prior written consent, which shall not be unreasonably withheld (withheld. Prior to the Closing, Buyer shall, and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of shall cause its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts abide by the Buyer in terms of the ordinary course of business consistent Confidentiality Agreement with past practices; respect to any access or information provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue pursuant to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerthis Section 5.2.

Access to Information. (a) From Each Seller shall, during the date of this Agreement until period commencing on the Signing Date and ending on the Closing Date, furnish or cause to be furnished to Buyers and their Representatives, at reasonable times and upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable such access, during normal business hours, to the officesAssets, propertiesincluding the Real Property, books as Buyers from time to time reasonably request, all in accordance with Section 5.7, and records with due regard to minimizing disruption of the conduct of the Business, (ii) such access to the books, accounts, records, Assumed Contracts and other information and data (including data in the possession of such Seller’s respective independent public accountants) of the Business as Buyers from time to time reasonably request and (iiiii) furnish provided that there is no undue interference with their job duties, such access to the Sellers’ officers, managers, directors, employees, store managers, territory managers, agents and Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may Buyers from time to time reasonably request for such purposes as Buyers deem reasonably necessary in connection with the purpose consummation of preparing the transactions contemplated by this Agreement, which purposes may include interviewing employees prior to operate the Business following the Closingmaking offers of employment to any such employees, consistent with Section 6.4; provided, however, that such investigation any environmental investigation, testing, sampling or analysis shall be conducted in accordance with the terms of, and subject to the limitations set forth in, Section 5.5. Notwithstanding the foregoing or anything contained herein to the contrary, Buyers and their authorized Representatives shall not unreasonably interfere with be permitted or entitled to examine any materials without Sellers’ prior written consent, if either (A) such materials are protected by the attorney-client privilege, work product doctrine or other similar privilege or doctrine and such examination could, in Sellers’ opinion based on advice of counsel, cause the businesses loss of such privilege or operations protection or (B) such examination could contravene any Law, fiduciary duty or binding agreement entered into prior to the Signing Date, except that Sellers shall use commercially reasonable efforts to provide such materials in a manner that does not cause the loss of attorney-client privilege, work product doctrine or other similar privilege or doctrine or the contravention of any Law, fiduciary duty or binding agreement; provided that, for the avoidance of doubt, the final determination whether, after the use of commercially reasonable effort, disclosure could result in a the loss of attorney-client privilege, work product doctrine or other similar privilege or doctrine or the contravention of any Law, fiduciary duty or binding agreement shall be determined by Sellers in their reasonable discretion. All investigations and due diligence conducted by Buyers or any of their Affiliates; Representatives shall be coordinated with Sellers, and provided, further, that Sellers shall authorize and direct the auditors and accountants appropriate representatives of Sellers to cooperate with Buyers in their investigation of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the SellersBusiness and, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided subject to the Buyer or its restrictions herein contained, to discuss matters involving Business of Sellers as the case may be, with Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerBuyers.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, Republic and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, BB&T will each use reasonable best efforts to cause each keep the other advised of their respective Representatives toall material developments relevant to its business and the businesses of its Subsidiaries, (i) afford the Representatives and to consummation of the Buyer Merger, and each shall provide to the other, upon request, reasonable details of any such development. Upon reasonable notice, Republic shall afford to representatives of BB&T reasonable access, during normal business hourshours during the period prior to the Effective Time, to all of the offices, properties, books books, contracts, commitments and records of Republic and the Business and (ii) furnish Republic Subsidiaries and, during such period, shall make available all information concerning their businesses as may be reasonably requested. No investigation pursuant to this Section 5.7 shall affect or be deemed to modify any representation or warranty made by, or the conditions to the Representatives obligations hereunder of, either party hereto. Each party hereto shall, and shall cause each of its directors, officers, attorneys and advisors to, maintain the confidentiality of all information obtained hereunder which is not otherwise publicly disclosed by the other party, said undertakings with respect to confidentiality to survive any termination of this Agreement pursuant to Section 7.1. Notwithstanding anything herein to the contrary, and except as reasonably necessary to comply with applicable securities laws, any party to this Agreement (and any employee, representative or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Buyer such additional financial transactions contemplated by this Agreement and operating data all materials of any kind (including opinions and other information regarding the Business tax analyses) that are or the Transferred Assets as the Buyer may from time have been provided to time reasonably request for the purpose of preparing it relating to operate the Business following the Closing; such tax treatment or tax structure, provided, however, that such investigation this sentence shall not unreasonably interfere with permit any disclosure that otherwise is prohibited by this Agreement until the earlier of (a) the date of public announcement of discussions relating to the Merger, (b) the date of public announcement of the businesses or operations Merger and (c) the date of execution of this Agreement. In the event of the Sellers or any termination of their Affiliates; and providedthis Agreement, further, that the auditors and accountants of the Sellers or any of their Affiliates each party shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided return to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or party upon request all confidential information previously furnished in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts transactions contemplated by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerthis Agreement.

Access to Information. From the date hereof until the Closing, the Group Companies will, and the Sellers will cause the Group Companies to: (a) From afford Buyer and its Representatives full and free access to and the date right to inspect all of this Agreement until the Closing Datereal property, upon reasonable prior noticeproperties, assets, premises, books and except records, contracts, agreements and other documents and data related to the Group Companies; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Group Companies and the Former Group Companies as determined in good faith to be appropriate to ensure compliance with Buyer or any applicable Laws of its Representatives may reasonably request; and subject to any applicable privileges (including the attorney-client privilegec) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford instruct the Representatives of Sellers, the Company and the Operating Subsidiary to cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business Group Companies and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingFormer Group Companies; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Operating Subsidiary under the supervision of the Operating Subsidiary’s personnel and in such a manner as not unreasonably to materially interfere with any of the businesses or normal operations of the Sellers or any of their Affiliates; and providedOperating Subsidiary. Notwithstanding anything to the contrary in this Agreement, further, that the auditors and accountants of the Sellers or any of their Affiliates no Group Company shall not be obliged required to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to disclose any information to be provided to Buyer if such disclosure would, in the Buyer sole and reasonable judgment of the Company or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoingOperating Subsidiary: (i) jeopardize any attorney-client or other privilege; or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the SellersOperating Subsidiary, which shall will not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)withheld, neither the Buyer nor any of its Representatives shall not contact any employees of, suppliers to, or customers of, the Operating Subsidiary and Buyer shall have no right to perform invasive or subsurface investigations of the real property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.2. No information received pursuant to an investigation made under this Section 6.2 will be deemed to (i) qualify, modify, waive, amend or otherwise affect any representations, warranties, covenants or other agreements of any Group Company or Seller set forth in this Agreement or its Affiliates, except for contacts by the any certificate or other instrument delivered to Buyer in connection with the ordinary course transactions contemplated hereby, (ii) amend or otherwise supplement the information set forth in the Disclosure Schedules, (iii) limit or restrict the remedies available to the parties under applicable Law arising out of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentbreach of this Agreement, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (yiv) until such Seller informs limit or restrict the Buyer ability of either party to invoke or any rely on the conditions to the obligations of its Representatives that they may no longer contact such employee, supplier or customerthe parties to consummate the transactions contemplated by this Agreement set forth in Article VIII hereof.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, Sellers will, at reasonable times and upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, : (i) afford give Buyer and its Representatives reasonable access to its managerial personnel and to all books, records, plans, equipment, offices and other facilities and properties constituting the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and Purchased Assets; (ii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding with respect to the Business or the Transferred Purchased Assets as the Buyer may from time to time reasonably request, and permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer at its request for a copy of each material report, schedule or other document filed by Sellers or any of their Affiliates with respect to the purpose Purchased Assets with the SEC, FERC, NYPSC, NYDEC, PaPUC, PaDEP or any other Governmental Authority; and (iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of preparing to operate the Business following the Closingrepresentations and warranties of Sellers contained in this Agreement; provided, however, that (A) any such investigation inspections and investigations shall be conducted in such a manner as not to interfere unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the BusinessPurchased Assets, (B) Sellers shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection (C) Sellers need not supply Buyer with any such propertiesinformation which Sellers are under a legal or contractual obligation not to supply. Notwithstanding anything in this Section 6.2 to the contrary contained hereincontrary, prior Sellers will only furnish or provide such access to Transferring Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the Closing, without the prior consent of the Sellers, which affected employee and Buyer shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers have the right to perform or customers)conduct any environmental sampling or testing at, neither the Buyer nor any of its Representatives shall contact any employees ofin, suppliers toon, or customers of any Seller or its Affiliates, except for contacts by underneath the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerPurchased Assets.

Access to Information. From the date hereof for thirty (30) days, the City shall (a) From afford Buyer and its Representatives reasonable access to and the date right to inspect all of this Agreement until the Closing DatePurchase Assets and other documents and data related to the Telecom System; (b) furnish Buyer and its Representatives with such financial, upon reasonable prior notice, operating and except other data and information related to the Telecom System as determined in good faith to be appropriate to ensure compliance with Buyer or any applicable Laws of its Representatives may reasonably request; and subject to any applicable privileges (including the attorney-client privilegec) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford instruct the Representatives of the City to cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingTelecom System; provided, however, that any such investigation shall be conducted during normal Telecom System hours upon reasonable advance notice to the City, under the supervision of City personnel and in such a manner as not unreasonably to interfere with any the conduct of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)Telecom System. Without limiting the foregoing, the City shall permit Buyer and its Representatives to conduct environmental due diligence of the Real Property Interests. All requests by Buyer for access pursuant to this Section 7.02 shall be submitted or directed exclusively to Xxxxxxx Xxxxxxxxxxx or such other individuals as the City may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the City shall not be required to disclose any information to Buyer if such disclosure would, in the City’s sole discretion: (x) cause significant competitive harm to the City and the Telecom System, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the SellersCity, which may be withheld for any reason, Buyer shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or of, the Telecom System. Buyer shall, and shall cause its AffiliatesRepresentatives to, except for contacts abide by the Buyer in terms of the ordinary course of business consistent Confidentiality Agreement with past practices; respect to any access or information provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue pursuant to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the this Section 7.02. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any of its Representatives that they may no longer contact such employeerepresentation, supplier warranty or customeragreement given or made by the City or Blue Water in this Agreement.

Access to Information. (a) From Prior to the date Closing, Seller shall afford to the officers, employees and authorized representatives of this Agreement until the Closing Date, upon reasonable prior notice, Buyer and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges Parent (including the attorney-client privilegeindependent public accountants and attorneys) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hours, upon reasonable advance notice, to the offices, properties, books employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Business to the extent Buyer or Parent shall reasonably deem necessary and (ii) shall furnish to the Representatives of the Buyer and Parent or their respective authorized representatives such additional financial and operating data and other information regarding concerning the Business or the Transferred Assets as the Buyer may from time to time shall be reasonably request for the purpose of preparing to operate the Business following the Closingrequested; provided, however, that such investigation Seller shall not unreasonably interfere with be required to violate any Requirement of Law, Court Order or obligation of confidentiality to which Seller, any of its Affiliates or the businesses Companies is subject or operations to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; provided, further, that Seller, its Affiliates and the Companies shall not be required to furnish or otherwise make available to Buyer (i) competitively sensitive information relating to areas of the Sellers Company’s business in which Buyer or its Affiliates directly or indirectly compete against the Business or (ii) Tax Returns or other Tax records or information relating to any of their AffiliatesConsolidated Tax Group; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conductnot, without the prior written consent of the SellersSeller, contact or communicate with any environmental investigation at any property owned vendor, customer, employee, independent contractor or leased by any Seller in the operation other business partner of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at Companies with respect to or in connection with the Contemplated Transactions. Buyer agrees to use commercially reasonable efforts to ensure that such investigation shall be conducted in a manner as not to interfere unreasonably with the operations of the Companies or Seller and Buyer shall not undertake any such propertiesinvasive or intrusive environmental testing without Seller’s prior consent. Notwithstanding anything the foregoing, the obligations of Seller pursuant to this Section 7.1 shall be subject to the contrary contained hereinright of Seller to determine, prior to in its discretion, the Closing, without the prior consent appropriate timing of the Sellers, which disclosure of information it deems proprietary commercial information or privileged information. The parties shall not be unreasonably withheld (act at all times in accordance with the terms and which must be in writing only for contacts with suppliers or customers), neither provisions of the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerConfidentiality Agreement.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives the Company to, : (ia) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingCompany; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not unreasonably to materially interfere with any of the businesses or normal operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such Company. All requests by Buyer for access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Without limiting Notwithstanding anything to the foregoingcontrary in this Agreement, prior neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would: (x) cause material competitive harm to Seller, the Company, and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other legal privilege; or (z) contravene any applicable Law. Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the SellersSeller, any environmental investigation at any property owned not to be unreasonably withheld, conditioned or leased by any Seller in the operation of the Businessdelayed, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which Buyer shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentof, the Company. Prior to Closing, Buyer and any shall have no right to perform invasive or subsurface investigations of its Representatives may continue to contact such employee, supplier or customer (x) unless such the Real Property without the prior written consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSeller.

Access to Information. (a) From Prior to the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its Subsidiaries to, (i) afford the Representatives of the Buyer give Purchaser and its Representatives, upon reasonable access, advance notice and during normal regular business hours, reasonable access to the officesbooks, propertiesrecords, books personnel, officers and records facilities of the Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, and (ii) furnish without executing a customary access and indemnity agreement in respect thereto); provided, however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the Representatives date of the Buyer Original Agreement, neither Seller nor any of its Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the extent that any such additional financial and operating data and other information regarding Tax Return or related material relates solely to the Transferred Entities, the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to (b) any information if making such information available would (i) reasonably be likely to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent result in a waiver of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling attorney-client or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers tolegal privilege, or customers of (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives Affiliates is a party) (it being understood that they may no longer contact Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such employeeLaw, supplier duty or customeragreement).

Access to Information. (a) From the date of this Agreement until the earlier of the Closing Dateor the termination of this Agreement in accordance with its terms, upon reasonable prior notice, and except as determined in good faith subject to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsConfidentiality Agreement, the Sellers Company shall use, (and shall cause their the SiC Entities or other Affiliates of the Company solely with respect to usethe SiC Business to) afford to the Investor and its Representatives, to the extent reasonably requested by Investor, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hourshours to (a) the properties, to the officesContracts, propertiescommitments, books and records of the SiC Business and (iib) furnish officers and senior management employees of the SiC Business, in each case, solely to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time extent reasonably request required for the purpose of preparing to operate facilitating the Business following consummation of the ClosingIssuance and the other Transactions; provided, however, that such investigation shall not the Company may restrict the foregoing access to the extent it would (i) unreasonably interfere with any of disrupt the businesses or operations of it, its Affiliates or the Sellers SiC Entities or otherwise result in any unreasonable burden with respect to the prompt and timely discharge by employees of it, its Affiliates or the SiC Entities of their normal duties, (ii) jeopardize any attorney-client privilege, work product privilege or other legal privilege or trade secret protection or (iii) contravene any applicable Law or binding Contract (including any confidentiality agreement to which the Company or any of their Affiliatesits Affiliates is a party) or result in the disclosure of commercially sensitive information; and provided, furtherhowever, that the auditors and accountants of the Sellers or any of their Affiliates Company shall not be obliged use commercially reasonable efforts to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to provide such access to work papers or disclose such information in form and substance reasonably acceptable to such auditors or accountantsa manner that would not violate the foregoing. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such In furtherance of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior the Company may designate commercially sensitive material provided to Investor as “Outside Counsel Only.” Such materials and the information contained therein shall be given to the Closingoutside counsel of Investor and will not be disclosed by such outside counsel to employees, the Buyer shall not conduct, without the prior written consent officers or directors of the Sellers, recipient unless express permission is obtained in advance from the Company or its legal counsel and shall be subject to any environmental investigation at any property owned or leased by any Seller in restrictions applicable to such information pursuant to the operation of Confidentiality Agreement (including the Business, clean team agreement and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesexport addendum). Notwithstanding anything to the contrary contained herein, prior the Company may satisfy its obligations set forth above to the Closingprovide access to properties, without the prior consent of the SellersContracts, which shall commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or would not be unreasonably withheld permitted under the applicable Law (and which must be in writing only for contacts with suppliers including any COVID-19 Measures). Any access to any properties or customers), neither the Buyer nor any facilities of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentCoherent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer Company or any of its Representatives that they may no longer contact such employeetheir Subsidiaries shall be subject to their reasonable security measures and shall not include the right to perform any “invasive” testing or soil, supplier air or customergroundwater sampling, including any Phase II environmental assessments.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, Seller shall: (i) afford the Representatives of the give Buyer reasonable accessand its Representatives, during normal business hourshours and upon reasonable notice, reasonable access to all books, records, plans, offices and other facilities and properties in the offices, properties, books and records possession of Seller included in the Business and Purchased Assets (it being understood that Seller shall have the right to have a Representative present at all times during any such access); (ii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding in the Business or possession of Seller with respect to the Transferred Purchased Assets as the Buyer may from time to time reasonably request for request; and (iii) furnish Buyer with all such other information in the purpose possession of preparing Seller as shall be reasonably necessary to operate enable Buyer, at its request, to verify the Business following accuracy of the Closingrepresentations and warranties of Seller contained in this Agreement; provided, however, that (A) any such investigation 30 ______________________________________________________________________________ access or requests shall be conducted in such manner as not to interfere unreasonably interfere with any the operation of the businesses or operations of the Sellers or any of their Affiliates; and providedPurchased Assets, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Seller shall not be obliged required to make take any work papers available action which would constitute a waiver of the attorney-client or other privilege, (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply, and (D) Seller shall not be required to supply Buyer with any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request information with respect to any information the Jointly Owned Stations to be provided which Seller is not entitled pursuant to the Buyer or its Representatives pursuant terms of the Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to this Section 5.02(a). Without limiting the foregoingcontrary, prior to the ClosingClosing Date, the Buyer shall not have the right to perform or conduct, without the prior written consent of the Sellersor cause to be performed or conducted, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of airtesting at, surface waterin, groundwater, soil on or anything else at or in connection with any such properties. Notwithstanding anything to underneath the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerJointly Owned Stations.

Access to Information. (a) From the date of this Agreement Execution Date until the Closing Date, upon reasonable prior noticethe Contributor will, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including will cause the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives Acquired Companies to, (i) afford give the Regency Parties and their respective Representatives of the Buyer reasonable access, during normal business hours, access to the offices, properties, books employees, and records Books and Records of the Business Contributor and the Acquired Companies (including permitting the making of copies thereof), in each case during normal business hours to the extent relating to the Acquired Companies, their assets, operations, financial condition or business and (ii) furnish to the Regency Parties and their Representatives of the Buyer such additional financial and operating data and other information regarding relating to the Business or Acquired Companies as such Persons may reasonably request, subject to the Transferred Assets as Regency Parties’ and their Representatives’ compliance with applicable Law governing the Buyer may from time to time reasonably request for use of such information. Notwithstanding the purpose foregoing provisions of preparing to operate this Section 5.4(a), the Business following the Closing; provided, however, that such investigation Contributor shall not unreasonably interfere with be required to, or to cause any of its Subsidiaries to, grant access or furnish information to the businesses or operations of the Sellers Regency Parties or any of their Affiliates; and providedRepresentatives to the extent that such information (x) does not relate to the assets, furtheroperations, that the auditors and accountants financial condition or business of the Sellers Acquired Companies, (y) is subject to an attorney/client or any of their Affiliates shall not be obliged to make any attorney work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to product privilege or (z) that such access to work papers in form and substance reasonably acceptable to or the furnishing of such auditors information is prohibited by Law or accountantsan existing contract or agreement. If so requested by To the Sellersextent practicable, the Buyer Contributor shall enter into a customary joint defense agreement with make reasonable and appropriate substitute disclosure arrangements under circumstances in which the Sellers restrictions of clauses (y) and such (z) of their Affiliates as they request with respect to any information to be provided the preceding sentence apply to the Buyer extent such substitute arrangements are not in breach or its Representatives violation of such restrictions. Any investigation pursuant to this Section 5.02(a)5.4(a) shall be conducted in such manner as not to interfere with the conduct of the business of the Contributor or the Acquired Companies. Without limiting Notwithstanding the foregoing, prior none of the Regency Parties or their Representatives shall be entitled to perform any intrusive or subsurface investigation or other sampling of, on or under any of the Closing, properties of the Buyer shall not conduct, Contributor or the Acquired Companies without the prior written consent of the SellersContributor, which consent may be withheld by the Contributor in its sole discretion. To the fullest extent permitted by Law, the Contributor and its Representatives and Affiliates shall (A) not be responsible or liable to the Regency Parties for personal injuries sustained by the Regency Parties’ Representatives in connection with the access provided pursuant to this Section 5.4(a) and (B) shall be indemnified and held harmless by the Regency Parties for any environmental investigation at any property owned or leased Losses suffered by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or Persons in connection with any such propertiespersonal injuries; provided such personal injuries are not caused by the gross negligence or willful misconduct of the Contributor. Notwithstanding anything The Regency Parties agree that they will not, and will cause their Representatives not to, use any information obtained pursuant to this Section 5.4(a) for any purpose unrelated to the contrary contained herein, prior to the Closing, without the prior consent consummation of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts transactions contemplated by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerTransaction Documents.

Access to Information. (a) From After the date of this Agreement until the Closing Datehereof, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any existing confidentiality restrictions and to applicable privileges (including law, Seller shall afford to the attorney-client privilege) officers, employees and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each authorized representatives of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hours, upon reasonable advance notice, to the offices, properties, books properties and business and financial records of the Business Companies to the extent Buyer shall reasonably deem necessary or desirable and (ii) shall furnish to the Representatives of the Buyer or its authorized represen tatives such additional financial and operating data and other information regarding concerning the Business or the Transferred Assets Companies as the shall be reasonably requested. Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, agrees that such investigation shall be conducted in a manner that shall not interfere unreasonably interfere with any of the businesses or personnel and operations of the Sellers Companies or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates Seller. All Buyer requests for such access shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all such access to work papers in form hereunder. It is further understood and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellersagreed that neither Buyer nor its representatives shall contact any employees, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoingcustomers, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling suppliers or other intrusive investigation associates or Affiliates of air, surface water, groundwater, soil Seller or anything else at or the Companies in connection with the transactions contemplated hereby, in any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closingmanner whatsoever, without the prior consent authorization of the Sellers, such representatives of Seller as Seller may designate (which authorization shall not be unreasonably withheld (or delayed). If, as of the date hereof or at anytime hereafter up to and which must be in writing only for contacts with suppliers including the Closing Date, Buyer or customers)its officers, neither the Buyer nor employees or authorized representatives discover any of its Representatives shall contact any employees of, suppliers to, or customers breach of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer warranty or any inaccuracy of its Representatives any representation contained in this Agreement, Buyer covenants that they may no longer contact such employee, supplier or customerit will promptly so inform Seller in writing.

Access to Information. (a) From After Closing, Purchaser shall provide to the date officers, employees, agents and representatives of this Agreement until the Closing Date, upon Seller Indemnitees reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives access to, : (i) afford the Representatives of the Buyer reasonable access, during normal business hours, Books and Records with respect to the offices, properties, books and records of the Business and Property; (ii) furnish the Property; and (iii) the employees at the Property, for any purpose that is commercially necessary, including, without limitation, to the Representatives prepare any documents required to be filed by Seller, Operating Tenant or any of the Buyer such additional financial their Affiliates under Applicable Law or to investigate, evaluate and operating data and defend any claim, charge, audit, litigation or other information regarding the Business proceeding made by any Person or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose insurance company involving Seller, Operating Tenant or any of preparing to operate the Business following the Closingtheir Affiliates; provided, however, that such investigation (A) Seller Indemnitees shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and providedprovide reasonable prior written notice to Purchaser, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Purchaser shall not be obliged required to make any work papers available provide such access during non-business hours, (C) Purchaser shall have the right to any Person except accompany the officer, employees, agents or representatives of Seller Indemnitees in providing access to the Books and Records, Property or employees of Purchaser (or Purchaser’s manager) as provided in this Section 8.9, and (D) Seller shall defend, indemnify and hold harmless Purchaser Indemnitees in accordance with such auditors’ ARTICLE XV from and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors against any Indemnification Loss incurred by Purchaser Indemnitees arising from any examinations, tests, investigations or accountants. If so requested studies of the Property conducted by the SellersSeller Indemnitees or Seller’s employees, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer agents or its Representatives representatives pursuant to this Section 5.02(a)8.9. Without limiting Purchaser, at its cost and expense, shall retain all Books and Records with respect to each Property purchased by Purchaser pursuant to this Master Purchase and Sale Agreement for a period of seven (7) years after the foregoingClosing Date. This Section 8.9 shall survive the initial Closing and all subsequent Closings hereunder, prior to as well as the Closing, the Buyer shall not conduct, without the prior written consent termination of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, this Master Purchase and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSale Agreement.

Access to Information. (a) From During the date of this Agreement until the Pre-Closing DatePeriod, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates the Acquired Companies to use(and, reasonable best efforts to the extent within the control of Seller or its Subsidiaries shall cause each of their respective other Seller Business Group Member to), provide Buyer and its Representatives to, with reasonable access to (i) afford the Representatives all of the Buyer reasonable access, during normal business hours, Seller Business Group’s (to the officesextent related to the Business) and the Business’ properties, propertiesContracts, books and records of the Business and other documents, data and information; (ii) furnish all of their respective officers, employees and other personnel involved in the Seller Business Group (to the Representatives extent related to the Business) or the Business; and (iii) any other information of the Buyer such additional financial and operating data and other information regarding Seller Business Group (to the extent related to the Business and, with respect to JV Entities, to the extent Seller or its Subsidiaries has, or has the right to, access to such information) or the Transferred Assets Business as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives may reasonably request. All access and investigation pursuant to this Section 5.02(a). Without limiting 5.2(a) shall be (A) conducted during normal business hours upon reasonable advance notice to Seller, (B) conducted in such a manner as not to unreasonably interfere with the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent normal operations of the Sellers, any environmental investigation at any property owned Seller Business Group or leased by any Seller in the operation of the Business, (C) coordinated through the managing director of international wholesale or general counsel (or equivalent) of the Business or designee thereof and in no event may (D) conducted at Buyer’s sole cost and expense; provided that Seller shall have the right, at its cost and expense, to have one or more of its Representatives present at all times during any such environmental investigation include any sampling visits, examinations, discussions or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiescontacts contemplated by this Section 5.2(a). Notwithstanding anything to the contrary contained herein, prior during the Pre-Closing Period, no Seller Business Group Member shall be required to provide access or disclose information to the Closingextent such access or disclosure would, (w) jeopardize the attorney-client privilege or other immunity or protection from disclosure of a Seller Business Group Member or the Business, (x) violate any (i) Law or Order applicable to any Seller Business Group Member or the Business, including any Data Protection Law, or (ii) any COVID-19 Measure applicable to any Seller Business Group Member or the Business, or (y) require the disclosure of any information with respect to the Retained Business; provided, however, that, in the case of clauses (w), (x) or (y), Seller shall inform Buyer of the nature of the information being withheld and, upon Buyer’s request, cooperate with Buyer to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (w), (x) or (y). Notwithstanding anything to the contrary contained herein, during the Pre-Closing Period, (1) without the prior written consent of the Sellers, which shall Seller (such consent not to be unreasonably withheld (and which must be in writing only for contacts with suppliers withheld, conditioned or customersdelayed), neither Buyer shall not, and shall cause its Affiliates and its Representatives not to, contact any Person known by Buyer to be a vendor, supplier, customer or employee that is not a member of senior management of the Buyer nor Business regarding the Business, the Acquired Companies (or otherwise regarding Seller or any of its Affiliates), the subject matter of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby (it being understood that Buyer, its Affiliates and Representatives shall may contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer such Person in the ordinary course of business their respective businesses and consistent with past practices; provided that if a practice), and (2) without the prior written consent of Seller, Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of any Seller does provide Business Group Member or the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerBusiness.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations), the Sellers shall useshall, and shall cause their respective Affiliates and Representatives to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer and its Affiliates reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by affiliated with any Seller in the operation of the BusinessSeller, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesproperty associated or affiliated in any way with the Transferred Assets or the Business. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Sellers, which shall not may be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)any reason, neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller GE Entity or its their Affiliates; provided, except for contacts however that Buyer may contact employees of the Business with the written consent of GE (which consent may be provided by the Buyer email) and in the ordinary course of business consistent consultation with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerGE.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, Seller shall: (i) afford the Representatives of the give Buyer reasonable accessand its Representatives, during normal ordinary business hourshours and upon reasonable notice, reasonable access to all books, records, plans, offices and other facilities and properties in the offices, properties, books and records possession of Seller included in the Business and Purchased Assets; (ii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding in the Business or possession of Seller with respect to the Transferred Purchased Assets as the Buyer may from time to time reasonably request for request; and (iii) furnish Buyer with all such other information in the purpose possession of preparing Seller as shall be reasonably necessary to operate enable Buyer to verify the Business following accuracy of the Closingrepresentations and warranties of Seller contained in this Agreement; provided, however, that (A) any such investigation inspections and investigations shall be conducted in such manner as not to interfere unreasonably interfere with any the operation of the businesses or operations of the Sellers or any of their Affiliates; and providedPurchased Assets, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Seller shall not be obliged required to make take any work papers available to any Person except in accordance action which would constitute a waiver of the attorney-client or other privilege, and (C) Seller need not supply Buyer with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information which Seller is under a legal or contractual obligation not to be provided supply. Notwithstanding anything herein to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoingcontrary, prior to the ClosingClosing Date, the Buyer shall not have the right to perform or conduct, without the prior written consent of the Sellersor cause to be performed or conducted, any environmental investigation at sampling or testing at, in, on or underneath any property owned or leased by any Seller in the operation of the BusinessWholly Owned Station, and in no event may any Seller shall only furnish or provide such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything access to Employee personnel records and files to the contrary contained herein, prior extent permitted by applicable Law and to the Closingextent that such records and files pertain to the following: (i) skill and development training; (ii) seniority histories; (iii) salary and benefit information; (iv) Occupational, without the prior consent of the Sellers, which shall not be unreasonably withheld Safety and Health Administration reports; and (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (xv) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customeractive medical restriction forms.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, each Seller and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable accessCompany will, during normal business hours, (i) give the Purchaser and its authorized representatives reasonable access to the officesfacilities and Properties and all books, propertiesrecords, books offices and records other facilities and properties of the Business and such Company, (ii) furnish permit Purchaser to make such inspections thereof as Purchaser may reasonably request, including the Representatives performance of sampling and testing of facilities, soils and other substances, (iii) give the Purchaser the opportunity to discuss the business of the Buyer Companies with such additional officers, directors, accountants, consultants and counsel of the Companies as the Purchaser deems reasonably necessary or appropriate for the purpose of familiarizing itself with the Companies and Properties and (iv) cause its employees to furnish Purchaser with such financial and operating data and other information regarding with respect to the Business or the Transferred Assets business and properties of such Company as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Businessbusiness of such Company. Except for the representations and warranties contained in this Agreement, each Seller and in each Company makes no event may warranty or representation of any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything kind as to the contrary books and records or any information contained hereintherein or the completeness thereof. Purchaser agrees that any conclusions drawn from the books and records shall be the result of its own independent review and judgment. From the Closing Date for a period of three (3) years thereafter, Purchaser will provide Sellers with reasonable access during regular business hours to inspect and/or copy all books, records, operating data and other information generated or obtained by the Companies prior to the Closing, without Closing Date and pertaining to the prior consent operation of the SellersCompanies, which shall not as may be unreasonably withheld (and which must be in writing only reasonably necessary for contacts with suppliers the Sellers to conduct or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of tend to their business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customeraffairs.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, Seller will, during ordinary business hours and upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the give Buyer and Buyer's Representatives of the Buyer reasonable access, during normal business hours, 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, books only on such terms and records of the Business and conditions as may be imposed by such other Person); (ii) permit Buyer to make such reasonable inspections thereof (including but not limited to surveys thereof) as Buyer may reasonably request; (iii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding with respect to the Business or (including information concerning software and configuration of business systems that are not included in the Transferred Assets Purchased Assets, to the extent that such information is not proprietary) as the Buyer may from time to time reasonably request; (iv) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed by Seller with, or received by Seller from, any Governmental Entity; and (v) furnish Buyer with access to such officers and employees of Seller (including information technology support personnel) as Buyer may reasonably request for purposes of coordinating the purpose transfer and conversion of preparing data and business processes and systems from Seller to operate Buyer and for such other purposes as are reasonably related to the process of transitioning ownership of the Purchased Assets and operation of the Business following the Closingfrom Seller to Buyer in accordance with this Agreement; provided, however, that (A) any such investigation shall will be conducted in such a manner as not to interfere unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the BusinessBusiness or any other Person, (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 in no event may (D) Seller need not supply Buyer with any such environmental investigation include any sampling information which Seller is under a contractual or other intrusive investigation 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 airthe attorney-client privilege, surface wateror a violation of a contractual or legal obligation, groundwateras the case may be, soil or anything else at or in connection Seller will provide Buyer with any a description of the information withheld and the basis for withholding such propertiesinformation. Notwithstanding anything in this Section 7.2 to the contrary contained hereincontrary, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless Buyer will not have access to personnel and medical records if such consent explicitly states access could, in Seller's good faith judgment, subject Seller to risk of liability or otherwise or violate the Health Insurance Portability and Accountability Act of 1996, and (y) until such Seller informs any <PAGE> MINNESOTA GAS investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of "Phase 1" level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of its Representatives that they the Purchased Assets. Buyer shall repair all damage caused by Buyer and parties acting on Buyer's behalf and shall indemnify and hold Seller harmless of and from all claims which may no longer contact such employee, supplier be asserted against Seller by reason of Buyer's activities under or customercontemplated by this Section 7.2(a).

Access to Information. (a) From the date of this Agreement Effective Date until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsClosing, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives the Company to, : (ia) afford Buyer and its Representatives full access to (including the right to inspect and make copies) all of the properties, assets, premises, books and records, contracts, agreements and other documents and data related to the U.S. Roundtables Business, and all officers of the Company, including any such information requested in connection with the binding of the R&W Insurance Policy; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the U.S. Roundtables Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingU.S. Roundtables Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of the Company’s personnel and in such a manner as not unreasonably to interfere with any of the businesses or normal operations of the Sellers Company. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would: (i) jeopardize any attorney-client or other privilege; or (ii) contravene any applicable Law, fiduciary duty or Material Contract disclosed on Section 3.09(a) of their Affiliatesthe Disclosure Schedules; and provided, furtherhowever, that that, Seller shall, to the auditors and accountants extent legally permissible, use his commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the restrictions of the Sellers preceding clauses (i) or (ii) apply, including by obtaining the consent of the counterparties to any of their Affiliates contracts prohibiting such disclosures (which shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors unreasonably withheld, conditioned or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(adelayed). Without limiting the foregoing, prior Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the SellersSeller, which may be withheld for any reason, Buyer shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, vendors or suppliers to, or clients or customers of any Seller or of, the Company. Buyer shall, and shall cause its AffiliatesRepresentatives to, except for contacts abide by the Buyer in terms of the ordinary course of business consistent Confidentiality Agreement with past practices; respect to any access or information provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue pursuant to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerthis Section 5.02.

Access to Information. (a) From During the date of this Agreement until the Pre-Closing DatePeriod, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsLaw, the Sellers Seller Parties shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer Purchaser and its representatives with reasonable access, access during normal business hours, hours and on reasonable advance notice to the offices, properties, books and records and all other existing information concerning the business, properties and personnel of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets Seller Parties as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that such investigation shall not unreasonably interfere with any of in exercising access rights under this Section 6.3, the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates Purchaser shall not be obliged permitted to make any work papers available interfere unreasonably with the conduct of the business of the Company as presently conducted. The Company agrees to any Person except in accordance with provide to the Purchaser and its accountants, counsel and other representatives copies of internal financial statements (including income and other material Tax Returns, supporting documentation and, for the avoidance of doubt, such auditors’ monthly, quarterly and accountants’ normal disclosure procedures annual financial statements and then only after such Person has signed a customary agreement data relating to such access the business of the Company as are prepared for distribution to work papers in form and substance reasonably acceptable to such auditors the management of the Company or accountantsthe Stockholder), promptly upon request. If so requested by During the SellersPre-Closing Period, the Buyer Purchaser may, so long as the Purchaser affords the Company the opportunity to participate, make inquiries of the suppliers, licensors, distributors and customers of the Company set forth on Section 6.3 of the Disclosure Schedule and the Company shall enter into a customary joint defense agreement help facilitate (and shall reasonably cooperate with the Sellers and Purchaser in connection with) such of their Affiliates as they request inquiries, in each case in compliance with respect to all applicable Laws (including any applicable Antitrust Laws). The Purchaser shall hold information to be provided to the Buyer or its Representatives received pursuant to this Section 5.02(a)6.3 in confidence in accordance with the terms of the NDA (as defined below) until the Closing. Without limiting No information or knowledge obtained in any investigation pursuant to this Section 6.3 or otherwise shall affect or be deemed to modify any representation or warranty contained herein or be deemed to amend or supplement the foregoingDisclosure Schedule, prior the conditions to the Closing, the Buyer shall not conduct, without the prior written consent obligations of the Sellersparties to consummate the Transactions, limit or otherwise affect any environmental investigation at rights or remedies available to any property owned Purchaser Indemnified Party, prevent or leased by cure any Seller misrepresentation, breach of warranty or breach of covenant or otherwise prejudice in any way the operation of the Business, rights and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers remedies of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerPurchaser Indemnified Party.

Access to Information. (a) From the date of this Agreement until and for so long as the Closing DateInvestors’ Beneficial Ownership of the Company’s Common Stock is equal to 5.0% or more, upon reasonable prior noticethe Company will, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to will cause each of their respective Representatives its subsidiaries to, give the Manager and its respective representatives (i) afford the Representatives including, without limitation, officers and employees of the Buyer Manager, and counsel, accountants, investment bankers, potential lenders and other professionals retained by the Manager) reasonable access, access during normal business hourshours to all of their properties, books and records (including, without limitation, tax returns and appropriate work papers of independent auditors under normal professional courtesy, but excluding those books and records that under applicable banking or other laws, or under confidentiality agreements, are required to be kept confidential) and to knowledgeable personnel of the Company and to such other information as the Manager may reasonably request, provided that such access shall not be exercised in any way that materially interferes with the business of the Company. The Manager will, and will cause its representatives to, hold all information received as a result of its access to the offices, properties, books and records of the Business and Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) furnish becomes available to the Representatives Manager or its representatives from a third party which, insofar as the Manager is aware, is not under an obligation to the Company or to a subsidiary to keep the information confidential, (iii) was known to the Manager or its representatives before it was made available to the Manager or its representative by the Company or a subsidiary, or (iv) otherwise is independently developed by the Manager or its representatives. The Manager will, at the Company’s request made at any time after the termination of this Agreement prior to the First Closing or after the Investors’ Beneficial Ownership is less than 5.0% of the Buyer such additional financial and operating data Company’s Common Stock, deliver to the Company all documents and other information regarding material obtained by the Business Investors or their respective representatives from the Transferred Assets as Company or its subsidiaries in accordance with this Section 9(e) or otherwise in connection with the Buyer may from time transactions that are the subject of this Agreement or certify, subject to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, howeverapplicable law, that such that material has been destroyed by the Investors. The Investors acknowledge that they are aware of, and will comply as to the Company with, applicable restrictions on the use of material nonpublic information imposed by the U.S. federal securities laws. Any examination or investigation made by the Investors, their representatives or any other Persons as contemplated by this Section 9(e) shall not unreasonably interfere with affect any of the businesses representations and warranties hereunder. In the event, and to the extent, that, as a result of any change in applicable law or operations regulation or a judicial or administrative interpretation of the Sellers applicable law or any of their Affiliates; and providedregulation, further, it is reasonably determined that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives rights afforded pursuant to this Section 5.02(a). Without limiting 9(e) are not sufficient for purposes of the foregoingDepartment of Labor’s “plan assets” regulations, prior to the Closingextent such plan assets regulation applies to the investment in the Securities, the Buyer Investors and the Company shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller cooperate in the operation of the Business, good faith to agree upon mutually satisfactory management access and in no event may any information rights which will satisfy such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerregulation.

Access to Information. (a) From the date of this Agreement until the Closing DateInitial 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, subject to Section 5.8, its Financing Sources, at the Purchaser’s sole expense and in accordance with the procedures to be agreed upon by the parties, access through and under the supervision of an Authorized Seller Representative and upon reasonable prior notice, notice and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, working hours to (a) such materials and information about the offices, properties, books Business as the Purchaser may reasonably request and records (b) specified members of management of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer parties may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountantsagree. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting Notwithstanding the foregoing, prior the Purchaser acknowledges and agrees that it will not, and 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 the Business (including, for such purpose, any employee of the Acquired Companies or the Seller Group who provides any service to the Closing, the Buyer shall not conduct, Business) without the prior written consent of the SellersSeller, any environmental investigation at any property owned which consent (x) shall not be unreasonably withheld, conditioned or leased delayed, (y) may be provided by electronic mail confirmation by an Authorized Seller Representative and (z) shall not be required with respect to communications with any Seller Knowledge Party; provided, the Purchaser shall provide prior notice to the Seller. To the extent discussions with respect to the Contemplated Transactions with distributors, partners, customers or suppliers of the Business take place prior to the Initial Closing Date, the Seller shall be entitled to have a representative present in all such discussions. The Purchaser agrees that any investigation undertaken pursuant to the access granted under this Section 5.2 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, Business or the other businesses of the Seller and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesits Affiliates. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)this Agreement, neither the Buyer Seller nor any of its Representatives Affiliates shall contact be required to provide access to or disclose information where such access or disclosure would jeopardize attorney-client privilege or contravene any employees ofapplicable Laws or Orders, suppliers provided, however, that the Seller shall, and shall cause each of the Acquired Companies to, use Reasonable Efforts to negotiate in good faith agreements or customers arrangements that permit the provision of any Seller or its Affiliates, except for contacts by such information to the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer Purchaser and any of its Representatives may continue to contact without having any such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customereffects.

Access to Information. (a) From During the date of this Agreement until the Pre-Closing DatePeriod, Target shall afford Acquiror and its personnel, accountants, counsel and other representatives reasonable access, upon request and reasonable prior notice, and except as determined in good faith notice to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives all of the Buyer reasonable accessTarget’s properties, during normal business hoursassets (including, without limitation, patents, patent applications, other intellectual property, manufacturing know how, trade secrets, preclinical and clinical data and results and other confidential information), books, records (including, without limitation, regulatory filings and correspondence, patent prosecution files and correspondence, other intellectual property files and correspondence and manufacturing records), contracts, and documents of Target or pertaining to the officesCompound, properties, books all clinical and records of the Business and (ii) furnish pre-clinical trials or studies relating to the Representatives of Compound, the Buyer such additional financial and operating data and other information regarding the Current Target Business or the Transferred Assets development and commercialization of Products, and a reasonable opportunity to make such investigations, and will furnish or cause to be furnished to Acquiror and its authorized representatives all such information with respect to Target’s affairs, the Compound, all clinical and pre-clinical trials of studies relating to the Compound, the development and commercialization of Products and the Current Target Business as the Buyer may from time to time Acquiror reasonably request for the purpose of preparing to operate the Business following the Closingrequests; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and providedin exercising access rights under this Section 5.3, further, that the auditors and accountants of the Sellers or any of their Affiliates Acquiror shall not be obliged permitted to make interfere unreasonably with the conduct of the business of Target. Notwithstanding the foregoing, any work papers available such access shall be conducted at Acquiror’s expense, at a reasonable time, under the supervision of appropriate personnel of Target and in such a manner as to any Person except maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with such auditors’ the terms hereof and accountants’ not to interfere with the normal disclosure procedures operation of the business of Target and then only after such Person has signed a customary agreement relating its Subsidiaries. The Parties shall use reasonable best efforts to such take any steps necessary prior to disclosing or providing access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing5.3, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, preserve attorney-client privilege under any environmental investigation at any property owned circumstances in which such privilege may be jeopardized by such disclosure or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customeraccess.

Access to Information. (a) From a)From the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useshall, and shall cause their Affiliates to use, reasonable best efforts to cause each other member of the Seller Group and each of their respective Representatives Representatives, accountants and counsel to, (i) afford the Buyer and its authorized Representatives of the Buyer reasonable access, during normal business hours, access to the offices, properties, employees and books and records of the Business Business, including access to properties for the purpose of conducting environmental assessments and sampling of environmental media (including soil, groundwater, air and surface water) and building materials, and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business (or the Transferred Assets copies thereof) as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesrequest. Notwithstanding anything to the contrary contained hereinin this Agreement, (x) prior to visiting or entering upon any of the offices or properties of Sellers, and prior to contacting any Representative, customer or supplier of the Sellers in each case, in connection with the transactions contemplated hereby, the Buyer shall coordinate all such visits and contacts with Xxxxxxx X. Xxxxx, the Chief Financial Officer of Xxxxx, and (y) the Sellers shall not be required to disclose any information to the Buyer if such disclosure would, in the Sellers’ sole discretion, (1) result in the forfeiture or waiver of any attorney-client or other legal privilege or (2) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Closingdate of this Agreement; provided that the Sellers shall, without and shall cause the prior consent other members of the Seller Group to, use commercially reasonable efforts to share any portion of information withheld pursuant to clauses (1) and (2) in a manner so as to prevent any competitive harm or preserve any applicable privilege or compliance with Law. When accessing any of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent’ properties, the Buyer and any its authorized Representatives shall comply with all of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSellers’ safety and security requirements for the applicable property.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useInstrumentarium shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their the Asset Sellers and the Business Subsidiaries to and each such Persons’ respective Representatives to, to (i) afford the Representatives of the Buyer Acquiror reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer Acquiror such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer Acquiror may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of Instrumentarium, the Sellers Asset Sellers, the Business Subsidiaries or any of their Affiliates; and provided, further, that the auditors and accountants of Instrumentarium, the Sellers Asset Sellers, the Business Subsidiaries or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ unless and accountants’ normal disclosure procedures and then only after until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the SellersInstrumentarium, the Buyer Acquiror shall enter into a customary joint defense agreement with Instrumentarium, the Asset Sellers and such of their Affiliates as they request the Business Subsidiaries with respect to any information to be provided to the Buyer or its Representatives Acquiror pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at undertaken by the Acquiror shall not include invasive sampling of soil or groundwater on any property owned or leased by any Seller in affiliated with the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, Business without Instrumentarium’s prior to the Closing, without the prior consent of the Sellerswritten consent, which shall consent will not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerwithheld.

Access to Information. From the date hereof until the Closing and subject to the confidentiality agreement by and between the Parties, dated as of [***] (the “Nondisclosure Agreement”), Seller shall, during its regular business hours and without any unreasonable interference with Seller’s operation of its business in the ordinary course and for the sole purpose of integration planning and the consummation of the transactions contemplated hereby: (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, afford Purchaser and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws its Affiliates and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, reasonable access to and the right to inspect the Somerset Facility and all of the assets and other documents and data related to the Purchased Assets; and (ib) afford instruct the Representatives of the Buyer reasonable access, during normal business hours, Seller to the offices, properties, books cooperate with Purchaser and records its Affiliates and their respective Representatives in their investigation and due diligence of the Business Somerset Facility and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingPurchased Assets; provided, however, that any such investigation shall not unreasonably interfere with any be conducted during normal business hours upon reasonable advance notice to Seller and under the supervision of Seller’s personnel. Notwithstanding anything to the businesses or operations of the Sellers or any of their Affiliates; and providedcontrary in this Agreement, further, that the auditors and accountants of the Sellers or any of their Affiliates Seller shall not be obliged required to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to disclose any information to be provided Purchaser if such disclosure would, in Seller’s sole discretion: (w) cause significant competitive harm to Seller, its Affiliates and their respective businesses, if the Buyer transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoingother privilege; or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the SellersSeller, which shall not be unreasonably withheld, conditioned, or delayed, Purchaser shall not contact any environmental investigation at any property owned or leased by any Seller in the operation of the Businesssuppliers to, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesSeller. Notwithstanding anything to the contrary contained herein, prior Prior to the Closing, without the prior written consent of the SellersSeller, which Purchaser shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers perform invasive, destructive or customers), neither subsurface investigations of the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer Somerset Facility or any of its Representatives that they may no longer contact such employee, supplier or customerother environmental sampling.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, upon reasonable prior noticeSeller shall, insofar as permitted by law and except as determined in good faith any applicable contractual limitations, cause to be appropriate afforded to ensure compliance with any applicable Laws Purchaser and subject its representatives reasonable access to any applicable privileges (including the attorney-client privilege) Company’s and contractual confidentiality obligationseach Subsidiary’s offices, the Sellers shall useproperties, books and shall cause their Affiliates to userecords, reasonable best efforts to cause in each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable accesscase, during normal business hours, in order that Purchaser may have full opportunity to make such investigations as it may reasonably require of the affairs of the Company, provided that any such investigation will only be upon reasonable notice, will not unreasonably disrupt personnel and operations and will be at Purchaser’s sole risk and expense. All requests for access to the offices, properties, books books, and records of the Business Company or any Subsidiary will be made to such representatives of Seller as Seller will designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser nor its representatives will contact or in any way solicit (iifor any purpose whatsoever) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses employees, customers, suppliers or operations other associates or Affiliates of Seller, the Sellers Company, any Subsidiary or any Joint Venture in connection with the transactions contemplated hereby, whether in person or by telephone, mail, email or other means of their Affiliates; communication, without the specific prior written authorization of such representatives of Seller. All notices and providedapplications to, furtherfilings with, that and other contacts with any Government Authority relating to the auditors transactions contemplated hereby will be made by either party only after prior consultation with and accountants of approval by the Sellers or any of their Affiliates shall other party, which approval will not be obliged to make unreasonably withheld. The Company and Seller may, as each deems advisable and necessary, reasonably designate any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be competitively sensitive material provided to the Buyer other under this Section 5.2 as for “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Seller as the case may be) or its Representatives legal counsel. All information obtained by any of Purchaser and its employees, agents and representatives pursuant to this Section 5.02(a)5.2 shall be kept confidential in accordance with the Confidentiality Agreement. Without limiting Notwithstanding the foregoing, prior to the Closingnone of Seller, the Buyer shall not conduct, without the prior written consent of the SellersCompany, any environmental investigation at Subsidiary or any property owned Joint Venture shall be required to violate any obligation of confidentiality to which Seller, the Company, any Subsidiary or leased by any Seller in the operation of the Business, and in no event may Joint Venture is subject or to waive any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, privilege which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer them may possess in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue discharging their obligations pursuant to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerthis Section 5.2.

Access to Information. Before the earlier of (ax) From the Second Closing, or (y) if Investor fails to deliver the Notice of Exercise by the Option Expiration Date, the Option Expiration Date, or (z) the date of this Agreement until the Closing Dateis terminated pursuant to Section 3.6, upon reasonable prior noticeInvestor will be entitled, through its officers, employees and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges representatives (including the attorney-client privilege) its legal advisors and contractual confidentiality obligationsaccountants), the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives make such investigation of the Buyer reasonable access, during normal business hours, to the offices, properties, businesses and operations of the Entities and such examination of the books and records of the Business Entities as it reasonably requests and to make extracts and copies of such books and records. Any such investigation or examination, and all communications with any Entity and their respective representatives, will be coordinated through representatives designated by the Company. Any such investigation and examination will be conducted upon reasonable notice and under reasonable circumstances during regular business hours and will be subject to restrictions under applicable Law. The Company and NII Telecom will cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Entities to cooperate with the reasonable requests of Investor and its representatives in connection with such investigation and examination, and Investor and its representatives will cooperate with the Entities and their respective representatives and will use its reasonable efforts to minimize any disruption to the Entities’ business. Nothing in this Section 6.3 will require any Entity to permit any investigation, or to disclose any information (a) if permitting such investigation or disclosing such information would, in the reasonable judgment of such Entity, violate (i) any applicable Law (including Antitrust Statutes, other rules or regulations promulgated by the Brazilian Antitrust Authority or any privacy Laws) (ii) furnish any legally binding confidentiality obligation of such Entity, or (b) protected by attorney-client privilege, or (c) regarding (i) any bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to the Representatives of the Buyer such additional financial and operating data and other those contemplated by this Agreement or (ii) any information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available analysis relating to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountantscommunications. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting Notwithstanding the foregoing, prior the relevant Entity (x) may only withhold that portion of such information that is reasonably necessary to be withheld in order to maintain such confidentiality or preserve such privilege or work product protection and (y) shall use commercially reasonable efforts to provide extracts or summaries of any protected information or otherwise provide such protected information in a manner that would not jeopardize the Closing, applicable protection. Before the Buyer shall not conductSecond Closing Date, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the SellersCompany, which shall may be withheld for any reason, Investor will not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of of, any Seller Entity. Nothing contained herein is intended to modify or its Affiliatesterminate the Non-Disclosure Agreement, except for contacts by the Buyer which will remain in full force and effect and applicable to Protected Information (as defined in the ordinary course of business consistent with past practices; Non-Disclosure Agreement) provided that if a Seller does provide the Buyer such prior consent, the Buyer to Investor and any of its Representatives may continue to contact such employee, supplier representatives hereunder or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerin connection herewith.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers Seller shall usecause each of the Companies, and shall cause their Affiliates to use, use reasonable best efforts to cause each of their respective Representatives to, to (i) afford the Representatives of the Buyer Acquiror reasonable access, during normal business hours, to the offices, properties, books Books and records Records of the Business Companies, and (ii) furnish to the Representatives of the Buyer Acquiror such additional financial and operating data and other information regarding the Business or the Transferred Assets Companies as the Buyer Acquiror may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers Companies, the Seller or any of their Affiliates; and providedprovided further, furtherhowever, that the auditors and accountants of the Sellers Seller or any of their its Affiliates or the Companies shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ unless and accountants’ normal disclosure procedures and then only after until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the SellersSeller, the Buyer Acquiror shall enter into a customary joint defense agreement agreement, in form and substance reasonably acceptable to Acquiror, with the Sellers Seller and such of their Affiliates as they request the Companies with respect to any information to be provided to the Buyer or its Representatives Acquiror pursuant to this Section 5.02(aparagraph (a). Without limiting the foregoing, prior to the Closing, the Buyer Acquiror shall not conducthave access to Seller’s consolidated federal income Tax Returns and state combined/unitary/consolidated income Tax Returns but may, without if reasonably required, have access to any pro-forma Income Tax Returns for the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller Companies prepared for and utilized in the operation preparation of the Businesssuch consolidated, and in no event may any such environmental investigation include any sampling combined or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerunitary income Tax Returns.

Access to Information. (a) From the date of this Agreement until Prior to the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsLaws, the Sellers shall useSeller shall, and shall cause their its Relevant Affiliates to use, reasonable best efforts to cause each of and their respective Representatives toemployees and representatives (including attorneys, consultants and accountants) to (i) afford give to Purchasers and their authorized representatives reasonable access to the Representatives of the Buyer reasonable access, Transferred Assets during normal business hours, to hours on a Business Day and upon reasonable notice in a manner that does not unreasonably disturb the offices, properties, books and records day-to-day operation of the Business or the Facility by Seller or its Relevant Affiliates and (ii) furnish to the Representatives of the Buyer Purchasers and their authorized representatives with such additional reasonable financial and operating data and other information regarding that is available with respect to the Transferred Assets, the Facility and the Business or sale of the Transferred Assets Products (or consent to authorize Purchasers to obtain appropriate records from any Governmental Authority) as the Buyer Purchasers may from time to time reasonably request request, including arranging for interviews and meetings during normal business hours on a Business Day and upon reasonable notice. In the purpose event that Purchasers are required by applicable Law or the rules of preparing any stock exchange to operate prepare pro-forma financial statements reflecting the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation acquisition of the Business, then, from the date of this Agreement through the Closing and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to continuing for a period ending *** after the Closing, without Seller shall, and shall cause its Relevant Affiliates and their respective employees and representatives (including attorneys, consultants and accountants) to promptly provide any necessary financial information to the prior consent extent available and reasonable access to Seller’s appropriate personnel and external accountants subject to provisions above. All information thus provided shall be subject to the provisions of Section 11.4; for the Sellersavoidance of doubt, which shall Seller will not be unreasonably withheld (and which must responsible for preparing any such financial statements for Purchasers nor will Seller have any liability as a result of such financial statements. Any request for visits, interviews, meetings or information in accordance with this section shall be in writing only for contacts with suppliers or customers), neither the Buyer nor any addressed by Purchasers to Xxx Xxxxxxxxxx of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSeller.

Access to Information. (a) From and after the date of this Agreement hereof until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsLaw, the Sellers shall useAdvisor Parent shall, and shall cause their Affiliates to use, reasonable best efforts to cause direct each of their respective its Affiliates, Subsidiaries and Representatives to, (i) afford the to HTI and its Representatives of the Buyer reasonable access, during normal business hours, upon reasonable advance prior written notice and in such manner as will not unreasonably interfere with the conduct of the business of the Advisor Parties, to the offices, all properties, books and records of the Business Advisor, and (ii) furnish all other information with respect to the Representatives business of the Buyer Advisor or the Business Assets, together with the opportunity to make copies (at HTI’s expense) of such additional financial and operating data books, records and other information regarding documents and to discuss the business of the Advisor or the Business or Assets with such members of management, officers, directors, counsel, accountants and other Representatives for the Transferred Assets Advisor Parties as the Buyer HTI and its Representatives may from time to time reasonably request for in writing, and the purpose Advisor Parties shall use their commercially reasonable efforts to direct such members of preparing management, officers, directors, counsel, accountants and other Representatives to operate reasonably cooperate with HTI and its Representatives in connection therewith. Notwithstanding the Business following foregoing provisions of this Section 5.7, the Closing; provided, however, that such investigation Advisor Parties shall not unreasonably interfere with any of the businesses be required to, or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or to cause any of their Affiliates shall not be obliged or Subsidiaries to, grant access or furnish information to make any work papers available HTI or its Representatives to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to the extent that (i) such access would jeopardize attorney/client or attorney work product privilege, taking into account whether HTI is willing to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with or similar arrangement or (ii) such access or the Sellers furnishing of such information is prohibited by applicable Law. In the event the Advisor Parties do not provide access or information pursuant to clause (i) or (ii) of the preceding sentence, Advisor Parent will provide notice to HTI that such information is being withheld, and Advisor Parent will cause such of their Affiliates as they request with respect entity to any information use its commercially reasonable efforts to be provided communicate, to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closingextent feasible, the Buyer shall applicable information in a way that will not conductviolate the applicable privilege or applicable Law and, without the prior written consent of the Sellersif applicable, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers seek a waiver of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerapplicable third-party restrictions.

Access to Information. (a) From ITS, Merger Sub and Odetics shall give the date of this Agreement until the Closing Date--------------------- Shareholders and their accountants, upon reasonable prior notice, legal counsel and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable other representatives full access, during normal business hours, to hours throughout the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, period prior to the Closing, to all of the Buyer properties, books, contracts, commitments and records relating to the business, assets and liabilities of Odetics, ITS and Merger Sub, and will furnish the Shareholders, their accountants, legal counsel and other representatives during such period all such information concerning its affairs as the Shareholders may reasonably request; provided, that any furnishing of such information pursuant hereto or any investigation by the Shareholders shall be at the Shareholders' expense and shall not conductaffect the Shareholders' right to rely on the representations, without warranties and covenants made by ITS, Merger Sub and Odetics in this Agreement. Pending the Closing, the Shareholders will hold in confidence all information so obtained and will use such information only for purposes related to the transactions contemplated hereby. The Shareholders further agree that, pending the Closing, they will not disclose any such information to any third party except upon the prior written consent of ITS, Merger Sub and Odetics, or except as required by law or except to its advisors who have agreed to maintain the Sellersconfidentiality of such information. If the transactions contemplated hereby are not consummated, the Shareholders will return all data to ITS, Merger Sub and Odetics and continue to honor the foregoing confidentiality and nondisclosure covenants indefinitely unless disclosure of any environmental investigation at such information is required by law. Such obligation of confidentiality shall not extend to any property owned information (i) which is shown to be or leased by any Seller to have been generally known to others engaged in the operation of the Businesssame trade or business as Odetics, ITS and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything Merger Sub; (ii) previously known to the contrary contained herein, Shareholders prior to the Closing, without start of discussions leading to the prior consent execution of the Sellers, which shall not be unreasonably withheld this Agreement; (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts iii) obtained by the Buyer Shareholders in good faith from third parties who are not obligated to maintain the ordinary course of business consistent with past practicesinformation confidential; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (yiv) until such Seller informs that is or shall be public knowledge through no act or omission by the Buyer Shareholders or any of its Representatives that they may no longer contact such employee, supplier or customertheir representatives.

Access to Information. (a) From the date of this Agreement Execution Date until the Closing Date, and otherwise subject to the limitations, restrictions and exceptions provided in Section 2.08(c) hereof, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers Seller shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the make available to Buyer reasonable access, during normal business hours, access to the offices, properties, books and records of Seller related to the Business Acquired Assets and Assumed Liabilities; (ii) furnish make available to the Representatives of the Buyer such additional financial and operating data and other information regarding relating to the Business or the Transferred Assets as the Buyer may from time to time reasonably request and Seller may have, (iii) to the extent not otherwise available under this Section 6.02, allow Buyer reasonable access to Seller’s senior executive officers for Buyer’s reasonable investigation of the purpose of preparing to operate Business, and (iv) abide by the Business following the Closingterms set forth in Section 2.08 hereof; provided, however, that any such investigation access or furnishing of information shall be conducted during normal business hours upon reasonable notice to Seller, under the supervision of Seller’s personnel or designees in such a manner as to not unreasonably interfere with any the conduct of the businesses Business or the normal operations of the Sellers Seller or any of their Affiliates; its Affiliates and providedat Buyer’s sole cost and expense, further, except that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conductcompensate Seller for any payment made by Seller for the time or reasonable travel, without the prior written consent lodging or meal expenses of the SellersSeller’s executives, any environmental investigation at any property owned employees, agents or leased by any Seller representatives in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesrelation thereof. Notwithstanding anything to the contrary contained hereinin this Agreement, prior to the Closing, without the prior consent of the Sellers, which Seller shall not be unreasonably withheld required at any time to disclose any information to Buyer (and which must be 1) that is, in writing only for contacts Seller’s sole discretion, confidential, including any information regarding other bids, bidders or analysis or advice with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers torespect thereto, or customers of (2) if such disclosure would (A) in Seller’s sole discretion jeopardize any Seller applicable privilege, including attorney-client privilege or its Affiliateswork-product privilege, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (yB) until such Seller informs the Buyer or contravene any of its Representatives that they may no longer contact such employee, supplier or customerduty imposed by applicable laws.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained hereinin this Section 3.4, Section 2.3, or in any other Section hereof, the Servicer, on reasonable prior written notice (of not less than five (5) Business Days), shall permit the Administrative Agent, the Indenture Trustee, the Advance Verification Agent, the MSR Valuation Agent, the Credit Manager or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the ClosingMortgage Loans, without Xxxxxx Mae Contract and the prior consent of Participation Certificates, to make copies and extracts therefrom, and to discuss the SellersServicer’s affairs, which shall not finances and accounts relating to the Mortgage Loans, Xxxxxx Xxx Contract and the Participation Certificates with the Servicer’s officers and employees, all at such times and as often as reasonably may be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practicesrequested; provided that if any such Person seeking access to any information or documentation pursuant to this Section 3.4(a) has agreed with the Servicer to be bound by any confidentiality provisions reasonably requested by the Servicer and shall upon request execute and deliver a Seller does provide separate confidentiality agreement memorializing such provisions. Unless an Event of Default that has not been waived in accordance with the Buyer such prior consentterms hereof shall have occurred, any out-of-pocket costs and expenses incident to the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs exercise by the Buyer Indenture Trustee or any Noteholder of its Representatives any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that they the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action or inaction in accordance with the preceding sentence. In the event that such rights are exercised following the occurrence of an Event of Default that has not been waived in accordance with the terms hereof and is continuing, all reasonable and customary out-of-pocket costs and expenses actually incurred by the Indenture Trustee shall be borne by PLS. Prior to any such payment, PLS shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of PLS or the Issuer relating to the Mortgage Loans and the Participation Certificates be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than one time during any 12 month period at the expense of the Administrator, unless an Event of Default has occurred that has not been waived in accordance with the terms hereof during such twelve-month period, in which case more than one examination may no longer contact be conducted during a twelve-month period, but such employee, supplier or customerextra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, Seller will (i) afford give, and will cause the Representatives of the Buyer Company and each Subsidiary to give, Buyer, its counsel, financial advisors, auditors, environmental consultants and other authorized representatives, and Buyer’s financing sources and their advisors and representatives, reasonable access, access during normal business hours, hours to the offices, properties, books and records of the Business Company and the Subsidiaries and to the books and records of Seller relating to the Company and the Subsidiaries, (ii) furnish furnish, and will cause the Company and each Subsidiary to the Representatives of the Buyer furnish, to Buyer, its counsel, financial advisors, auditors, environmental consultants and other authorized representatives, and Buyer’s financing sources and their advisors and representatives, such additional financial and operating data and other information regarding relating to the Business Company or any Subsidiary as such Persons may reasonably request and (iii) instruct the employees, counsel, accountants and financial advisors of Seller or the Transferred Assets as Company or any Subsidiary to make themselves available and to cooperate with Buyer, Buyer’s environmental consultants and Buyer’s financing sources and their advisors and representatives in their investigation of the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere Company or any Subsidiary and in connection with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested financing contemplated by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such Debt Financing or Section 7.0l(c) of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives this Agreement. Any investigation pursuant to this Section 5.02(a)shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller, its Affiliates, the Company or the Subsidiaries. Without limiting Notwithstanding the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent have access to (x) personnel records of the SellersCompany and the Subsidiaries relating to individual performance or evaluation records, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling medical histories or other intrusive investigation information that in Seller’s good faith opinion is sensitive or the disclosure of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any would subject Seller or its Affiliates, except for contacts by the Buyer in the ordinary course Company or any Subsidiary to risk of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise liability or (y) until such Seller informs the Buyer conduct any “Phase II” environmental audits or any of its Representatives that they may no longer contact such employee, supplier or customerother intrusive sampling.

Access to Information. (a) From the date of this Agreement until --------------------- through the Subsequent Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) Seller and Primestar shall afford the Representatives of the to Buyer and its representatives free and full access at all reasonable access, during normal business hours, times to the officesproperties, propertiespersonnel, books and records of the Business and (ii) furnish relating to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as and the Buyer may from time Assumed Liabilities (such access not to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any the business of the businesses Seller or operations of the Sellers or any of their Affiliates; and provided, further, Primestar) in order that the auditors Buyer and accountants of the Sellers or any of their Affiliates shall not be obliged its representatives may have full opportunity to make any work papers available such investigations as they may reasonably desire to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement make of all matters relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountantsthe transactions contemplated hereunder. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any Any proprietary information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the 8.6 ----------- shall be kept confidential by Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld revealed to any Person other than the respective officers, directors, employees, agents and representatives of such parties (and which must it being agreed that Buyer shall be in writing only liable for contacts with suppliers or customers), neither the Buyer nor any breach of this Section 8.6 by any of its Representatives officers, directors, employees, ----------- agents and representatives), except to the extent such information (i) is or becomes generally available to the public (other than as a result of a breach of this Section 8.6 by Buyer), (ii) was previously known by Buyer, (iii) hereafter ----------- is disclosed to Buyer without restrictions on its use by a Person who, to the Knowledge of Buyer, is not bound by an agreement of confidentiality with Seller with respect thereto; or (iv) is required to be disclosed under any applicable Law or under subpoena or other legal process. No such investigation shall contact diminish in any employees of, suppliers to, respect any of the representations or customers warranties of Seller or Primestar or Buyer's rights in respect of any Seller inaccuracy or its Affiliates, except breach thereof. The parties hereto shall be entitled to seek injunctive relief or such other remedy as may be available at law or in equity for contacts any breach by the Buyer in the ordinary course another party of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerthis Section.

Access to Information. (a) From the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their its Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the permit Purchaser and its Representatives of the Buyer to have reasonable access, during in a manner so as not to interfere with the normal business hoursoperations of the Business, to the officesall premises, properties, books books, records (including Tax records) contracts and records of documents exclusively related to the Business and (ii) furnish Purchaser with all financial, operating and 33 other data and information related exclusively to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets (including copies thereof), as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates Seller shall not be obliged required to make permit any inspection or other access, or to disclose any information that in the reasonable judgment of Seller would: (A) result in the disclosure of any Trade Secrets or other competitively-sensitive information, (B) violate any obligation of Seller or its Affiliates with respect to confidentiality entered into prior to the date of this Agreement, (C) violate or result in the loss or material impairment of any information subject to the attorney-client privilege or the attorney work papers available product doctrine or (D) violate any Legal Requirement. Without limiting the generality of the foregoing, Seller shall not be required to permit any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such inspection or other access to work papers in form and substance reasonably acceptable to such auditors to, or accountants. If so requested by the Sellersdisclose any information regarding, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request any personnel file, human resources file, or other employment-related files maintained with respect to any information to Prospective Employee. Unless permitted by Seller in its sole discretion, Xxxxxxxxx agrees that it shall not undertake any environmental testing in connection with the access provided in this Section 6.3. Any such access will be provided or conducted during normal business hours upon reasonable advance notice to Seller, under the Buyer or reasonable supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of Seller and its Representatives Affiliates. All requests by Purchaser for access pursuant to this Section 5.02(a6.3 shall be submitted or directed exclusively to such individual or individuals as Seller may designate in writing from time to time (including in response to Purchaser’s request). Without limiting the foregoing, prior Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the SellersSeller, which shall will not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)delayed, neither the Buyer nor none of Purchaser or any of its Representatives Affiliates shall contact any employees of, suppliers to, to or customers of the Business or any other person with a material business relationship with Seller or its Affiliates. Purchaser shall, except for contacts and shall cause its Affiliates to, abide by the Buyer terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.3 or otherwise, in accordance with the ordinary course terms of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.Confidentiality Agreement. 6.4

Access to Information. (a) From the date of this Agreement until the Closing DateSeller shall afford to Purchaser and its Representatives reasonable access, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, notice during normal business hours, consistent with applicable Law and in accordance with the procedures established by Seller, during the period prior to the officesClosing, and solely for purposes of integration planning and in furtherance of the Transaction and the other transactions contemplated by this Agreement, to the properties, books books, Contracts, assets, officers, agents, records and records personnel of Seller and its Subsidiaries related to the Business and the Purchased Entities (iiand Subsidiaries thereof) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingthat constitute Purchased Assets; provided, however, that such investigation (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 may be subject in discharging their obligations pursuant to this Section 5.4; (ii) Seller shall make available, or cause its 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 unreasonably interfere with make, or cause to be made, available medical records, workers compensation records or the results of any drug testing; and that Purchaser shall indemnify and hold Seller and its Affiliates (including the other Seller Entities) harmless from any Liabilities arising out of or relating to the businesses access to and/or transfer of such personnel files); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or operations conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Sellers Owned Real Property or the Leased Real Property, or any other property of Seller, the other Seller Entities, the Purchased Entities or any of their respective Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From the date of this Agreement until the earlier of the termination of this Agreement or the Closing Date, upon reasonable prior notice, subject to Section 7.1(c), and except as determined by the Company in good faith to be appropriate to ensure compliance with any applicable Laws and subject and, except as determined by the Company in good faith to any applicable privileges (including reasonably be expected to violate the attorney-client privilege or other legal privilege) , and contractual confidentiality obligations, the Sellers Company shall use, and shall cause their Affiliates its Subsidiaries and its representatives to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives representatives of the Buyer Purchaser and its Affiliates reasonable access, during normal business hours, to the offices, properties, books and records of the Business Company and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets its Subsidiaries as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingupon reasonable advance notice; provided, however, that (i) such investigation access shall be conducted during normal business hours under the supervision of the Company’s personnel and in such a manner so as not to unreasonably interfere with any of the businesses business or operations of the Sellers Company, Seller or any of their its Affiliates; and provided, further, that (ii) the auditors and accountants of the Sellers Company or any of their Affiliates its Subsidiaries shall not be obliged obligated to make any work papers (to the extent extant) available to any Person except in accordance with such auditors’ unless and accountants’ normal disclosure procedures and then only after until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by ; (iii) if the SellersParties are in an adversarial relationship in litigation or arbitration, the Buyer furnishing of information, documents or records in accordance with this Section 7.1(a) shall enter into a customary joint defense agreement with the Sellers be subject to applicable rules relating to discovery; and such of their Affiliates as they request with respect to (iv) any information to be provided access to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior Company’s properties shall be subject to the Closing, the Buyer Company’s reasonable security and insurance measures and shall not conduct, without include the prior written consent of the Sellers, right to conduct any environmental investigation at any property owned or leased by any Seller in the operation of the Businesstesting, and in no event may any such environmental investigation include any sampling or other intrusive investigation investigations of air, surface water, groundwater, soil or anything else at or in connection with any such propertieskind. Notwithstanding anything to the contrary contained set forth herein, prior to the Closing, without the prior written consent of the SellersCompany, which may be withheld for any reason, Purchaser shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentof, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer Company or any of its Representatives that they may no longer contact such employee, supplier or customerSubsidiaries.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to applicable Law, any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, Parent and the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their the LPI Companies and each such Person’s respective Representatives toRepresentatives, to (i) afford the Representatives of the Buyer Acquiror reasonable access, during normal business hours, access to the offices, properties, books and records of the Business and LPI Companies relating to the Business, (ii) furnish to the Representatives of the Buyer Acquiror such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer Acquiror may from time to time reasonably request for request, and (iii) make available to the purpose Representatives of preparing to operate the Acquiror and its Affiliates, the employees of LPI Companies in respect of the Company and the Transferred Subsidiaries and the Business whose assistance and expertise is necessary to assist the Acquiror in connection with the Acquiror’s preparation to integrate the Business (including the Company and the Transferred Subsidiaries and their businesses and personnel) into the Acquiror’s organization following the Closing; provided, however, that the reasonableness of such access and requests shall be determined by taking into account, among other considerations, the competitive positions of the parties and the sensitive nature of the transactions contemplated hereby, and, provided, further, that such investigation shall be on a basis and follow procedures that the parties shall mutually agree, and shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliatesthe LPI Companies; and provided, further, that the auditors and independent accountants of the Sellers Parent or any of their its Affiliates shall not be obliged obligated to make any work papers available to any Person except in accordance with such auditors’ unless and accountants’ normal disclosure procedures and then only after until such Person has signed a customary confidentiality agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by Parent or the SellersSeller, the Buyer Acquiror shall enter into a customary joint defense agreement with any one or more of Parent, the Sellers Seller, the Company and such of their Affiliates as they request the Transferred Subsidiaries with respect to any information to be provided to the Buyer or its Representatives Acquiror pursuant to this Section 5.02(a). Without limiting the foregoing, prior to any environmental investigation undertaken by the Closing, the Buyer Acquiror shall not conduct, include invasive sampling of soil or groundwater on any property occupied by or otherwise affiliated with the Company or any Transferred Subsidiary without the Seller’s prior written consent and such investigation shall not unreasonably interfere with any of the Sellers, any environmental investigation at any property owned businesses or leased by any Seller in the operation operations of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer Parent or any of its Representatives that they may no longer contact such employee, supplier or customerAffiliates (and all costs thereof shall be borne by the Acquiror).

Access to Information. (a) From the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useshall, and shall cause their Affiliates to use, reasonable best efforts to cause each other member of the Seller Group and each of their respective Representatives Representatives, accountants and counsel to, (i) afford the Buyer and its authorized Representatives of the Buyer reasonable access, during normal business hours, access to the offices, properties, employees and books and records of the Business Business, including access to properties for the purpose of conducting environmental assessments and sampling of environmental media (including soil, groundwater, air and surface water) and building materials, and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business (or the Transferred Assets copies thereof) as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesrequest. Notwithstanding anything to the contrary contained hereinin this Agreement, (x) prior to visiting or entering upon any of the offices or properties of Sellers, and prior to contacting any Representative, customer or supplier of the Sellers in each case, in connection with the transactions contemplated hereby, the Buyer shall coordinate all such visits and contacts with Mxxxxxx X. Xxxxx, the Chief Financial Officer of Cxxxx, and (y) the Sellers shall not be required to disclose any information to the Buyer if such disclosure would, in the Sellers’ sole discretion, (1) result in the forfeiture or waiver of any attorney-client or other legal privilege or (2) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Closingdate of this Agreement; provided that the Sellers shall, without and shall cause the prior consent other members of the Seller Group to, use commercially reasonable efforts to share any portion of information withheld pursuant to clauses (1) and (2) in a manner so as to prevent any competitive harm or preserve any applicable privilege or compliance with Law. When accessing any of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent’ properties, the Buyer and any its authorized Representatives shall comply with all of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSellers’ safety and security requirements for the applicable property.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and Seller shall cause their Affiliates the Company to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Purchaser and its authorized Representatives of the Buyer reasonable access, during normal business hours, access to the offices, properties, properties and books and records of the Business Company; and (ii) furnish to the Purchaser and its authorized Representatives of the Buyer such additional financial and operating data and other information regarding the Business Company (or the Transferred Assets copies thereof) as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that any such investigation access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not unreasonably to interfere with any of the businesses or normal operations of the Sellers Seller or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesCompany. Notwithstanding anything to the contrary contained hereinin this Agreement, the Seller shall not be required to provide any such access or disclose any such information to the Purchaser if such disclosure would, in the Seller’s reasonable discretion, (i) cause competitive harm to the Company if the transactions contemplated hereby are not consummated; (ii) jeopardize any attorney-client or other legal privilege; or (iii) contravene any applicable Law, fiduciary duty or agreement entered into prior to the Closing, without the prior consent date of this Agreement. When accessing any of the Sellersproperties of the Company, which the Purchaser shall, and shall not be unreasonably withheld (cause its Representatives to, comply with all safety and which must be security requirements for such property. Notwithstanding anything to the contrary in writing only for contacts with suppliers or customers)this Agreement, neither the Buyer Purchaser nor any of its Representatives shall contact be allowed to sample or analyze any employees of, suppliers tosoil or groundwater or other environmental media, or customers any building material, without the express written consent of any the Seller, which consent may be withheld in the sole and absolute discretion of the Seller. Notwithstanding the foregoing, the records, documents and other information referred to in this Section 5.02(a) with respect to Employees shall only include the formal personnel records maintained by the human resources function of the Seller or its Affiliatesapplicable Affiliate, except and in each case the Purchaser’s access to such formal personnel records (or any other information regarding any Employee) shall be subject to applicable Law and the written consent of the applicable Employee. The Seller shall only seek the consent of the Employees to the release of such records upon the express written request of the Purchaser. Without limiting the generality of the foregoing, between the date hereof and the Closing, upon reasonable notice and at the Purchaser’s expense, the Seller shall afford the Purchaser and E&Y reasonable access to the books and records and financial and operational data of the Company and the Seller (solely as it relates to the Company) relating to periods prior to the Closing, in order to conduct a financial audit for contacts by the Buyer in the ordinary course calendar year 2011 or financial review or any calendar quarter of business consistent with past practices2011 or 2012; provided that if a Seller does provide such access shall not unreasonably interfere with the Buyer such prior consentconduct of the Company’s and the Seller’s respective businesses and shall be subject to routine work paper access and release protocols. In connection with this financial audit and review, the Buyer and any of its Representatives may continue Seller shall use reasonable efforts to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs assist the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.Purchaser in obtaining a reliance letter from E&Y.

Access to Information. (a) From Subject to the date of this Agreement until the Closing DateConfidentiality Agreement, each Seller shall allow Buyer and its authorized representatives reasonable access upon reasonable advance notice and at Buyer’s expense during normal business hours to the Sellers and their respective properties, equipment, books, records, Governmental Permits, Assumed Contracts, documents and key personnel for the purpose of inspection, it being understood that the rights of Buyer hereunder shall not be exercised in such a manner as to unreasonably interfere with the operations of the Sellers’ business, nor shall Buyer contact or otherwise discuss the transactions described herein with any franchisor, vendor, customer, Seller Employee (subject to Section 5.6 hereof) or any other party, except upon the Sellers’ prior noticeapproval (not to be unreasonably withheld, conditioned or delayed). From and after the Closing, Buyer and Sellers shall afford to each other, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives tocounsel, (i) afford the Representatives accountants and other authorized agents and representatives, including any Party’s appraiser of the Buyer reasonable accessAssets, during normal business hours, hours reasonable access to the officesemployees, propertiesbooks, books records and records of the Business and (ii) furnish other data relating to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; providedCompany, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request the Systems in its possession with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, periods prior to the Closing, and the Buyer shall not conductright to make copies and extracts therefrom, without to the prior written consent extent that such access may be reasonably required by the requesting party (a) to facilitate the investigation, litigation and final disposition of any claims which may have been or may be made against any such party or Person or its Affiliates, (b) for the preparation of Tax Returns and audits, (c) the determination of the SellersNet Working Capital, any environmental investigation at any property owned or leased by any Seller in (d) such other matters as may be reasonably necessary for the operation of the BusinessSystems following Closing and (e) to comply with any post-Closing covenants in this Agreement, and in no event may including the allocation of the Purchase Price pursuant to Section 2.7. Neither Buyer nor Sellers shall dispose of, alter or destroy any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything materials without giving 45 days’ prior written notice to the contrary contained hereinother Party so that such Party may, prior to the Closingat its expense, without the prior consent examine, make copies or take possession of such materials. The primary point of contact of the Sellers, which Sellers for any post-Closing access by Buyer shall not be unreasonably withheld (Xxxxxx Xxxxxxx and which must the primary point of contact of Buyer for any post-Closing access by Sellers shall be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practicesXxxxx Xxxxxxx; provided that if a Seller does provide either Sellers or Buyer may change such designation by written notice (which may come in the Buyer such prior consent, form of an email) to the Buyer and any other party’s primary point of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customercontact.

Access to Information. (ai) From the date hereof until the earlier of the termination of this Agreement until and the Closing DateClosing, Intermediate LLC, the Company and the Subsidiaries shall afford to Buyer and its accountants, counsel and other representatives reasonable access, upon reasonable prior notice, notice and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, only during normal business hours, to properties (excluding the officesCompany Property, propertiesaccess to which is addressed in clause (b), books below), books, Contracts and records of Intermediate LLC, the Business Company and the Subsidiaries. The Acquired Companies shall afford to Buyer access to their customers for Customer Interviews, as and to the extent provided in the final sentence of this Section 6.2(a). From and after the Cut Bait Time, the Acquired Companies shall use commercially reasonable efforts to facilitate Buyer’s access to their customers and suppliers (it being understood that the Acquired Companies cannot compel such customers and suppliers to participate in any discussions with Buyer): (i) with respect to customers set forth on Schedule 6.2(a)(i) (“Specified Customers”), as requested by Buyer, provided that the Acquired Companies shall have the right to have a representative participate in any call between Buyer and such Specified Customers and Buyer shall not discuss any topics, other than those set forth on Schedule 6.2(a)(ii) (the “Specified Categories”) with such Specified Customers, without the Company’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information customers or suppliers other than the Specified Customers, only with the prior consent of the Company’s Chief Executive Officer (not to be provided unreasonably withheld, conditioned or delayed). Notwithstanding any of the foregoing, (A) from and after the Cut Bait Time, Buyer may communicate with any customers or suppliers who contact Buyer on their own initiative, so long as Buyer (1) uses reasonable efforts to allow a representative of the Company to participate in calls with such customers or suppliers, and (2) does not affirmatively raise topics not included in the Specified Categories during such communications; and (B) the restrictions on customer and supplier contact in this Section 6.2(a) do not apply to contact with customers, suppliers or other business relations of Buyer or any of its Affiliates relating solely to the Buyer or its Representatives conduct of Buyer’s business. In connection with any access provided pursuant to this Section 5.02(a6.2(a), Buyer and its accountants, counsel and other representatives shall use their commercially reasonable efforts to cooperate with the Company and its representatives to minimize undue disruption to the normal operations of Intermediate LLC, the Company and the Subsidiaries resulting from such access. Without limiting Furthermore, notwithstanding anything to the foregoingcontrary in this Section 6.2(a), prior to the Closing, the (x) Buyer shall not conducthave access to individual medical histories (including any protected health information) or other information the disclosure of which, in the Company’s reasonable opinion, would violate applicable Law or could reasonably be expected to subject Intermediate LLC, the Company or the Subsidiaries to risk of Liability, (y) Buyer shall not be entitled to conduct any invasive sampling or testing with respect to the properties of any Person without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (z) nothing herein shall require Seller, Intermediate LLC, the SellersCompany or any of its Subsidiaries to furnish to Buyer or provide Buyer with access to information that legal counsel for Seller, Intermediate LLC, the Company or any environmental investigation at any property owned of its Subsidiaries reasonably conclude may give rise to a violation of antitrust or leased by any Seller in competition Laws or that is subject to attorney-client privilege. Seller, Argotec Holdings and the operation Acquired Companies shall use their reasonable best efforts to provide Buyer with the opportunity to conduct interviews with five of the BusinessSpecified Customers and may only ask such customers the questions within the Specified Categories (each such interview, a “Customer Interview”) in each case at times reasonably convenient for Buyer and in no event may any such environmental investigation include any sampling or other intrusive investigation of airlater than 5:00 p.m. New York City Time on Monday, surface waterSeptember 21, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer2015.

Access to Information. (a) From and after the date of this Agreement hereof and until the applicable Closing Date, upon reasonable prior notice, and except as determined in good faith the Seller will give to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer and the Buyer’s authorized representatives reasonable access, access during normal business hours, hours to the its offices, properties, books and records of the Business records, Tax Returns, contracts, commitments, officers, facilities, personnel and (ii) furnish accountants which relate to the Representatives of Purchased Assets that have not been transferred to the Buyer, and will furnish and make available to the Buyer and its authorized representatives all such documents and copies of documents and all such additional financial and operating data and other information regarding pertaining to the Business or the Transferred Purchased Assets as the Buyer and its authorized representatives may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that such investigation shall not unreasonably interfere with any the activities of the businesses or operations Buyer and its representatives shall be conducted in such a manner as not to interfere unreasonably with the operation of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants business of the Sellers or any Seller and subject to restrictions under applicable Law. Notwithstanding anything herein to the contrary, no such activity of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant representatives shall be permitted, and the Seller may refuse to this Section 5.02(a)disclose any information, to the extent that such activity would (i) require the Seller or any of the Subsidiaries to disclose information (x) subject to attorney-client privilege or (y) contained in valuation reports, analyses or studies with respect to the business of the Seller or any materials referenced therein or (ii) conflict with any confidentiality obligations to which the Seller or any of the Subsidiaries is bound. Without limiting Notwithstanding anything to the foregoingcontrary herein, prior to the Closing, the Buyer shall not conductInitial Closing Date, without the prior written consent of the SellersSeller, which may be withheld for any environmental investigation at reason, (i) the Buyer shall not contact (a) any property owned or leased by any Seller in the operation customers of the BusinessSeller, and in no event may (b) any such environmental investigation include any sampling schools, vendors, servicers or other intrusive investigation of aircontract parties with whom the Seller does business, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything respect to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliatesbusiness, except for contacts by or (c) any employees of the Seller and (ii) the Buyer in shall have no right to perform invasive investigations of the ordinary course properties or facilities of business consistent with past practices; provided that if a the Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.the

Access to Information. From the date hereof until the Closing, to the extent not otherwise precluded by Law, the Company and the Subsidiaries of the Company shall (a) From afford Buyer and its agents, advisors and other representatives reasonable access to the date Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Company and the Subsidiaries of the Company; (b) furnish Buyer and its agents, advisors and other representatives with such financial, operating and other data and information related to the Company and the Subsidiaries of the Company as Buyer or any of its agents, advisors or other representatives may reasonably request; (c) furnish Buyer and its agents, advisors and other representatives with any data, documents, and information regarding actual or alleged violations of Privacy Laws; and (d) instruct the agents, advisors or other representatives of the Company and the Subsidiaries of the Company to cooperate with Buyer in its preparation for the Closing, including Buyer’s reasonable investigation of the Company and the Subsidiaries of the Company. Any investigation pursuant to this Agreement until the Closing Date, Section 4.04 is to be conducted upon reasonable prior noticeadvance notice to the Company and during a time, at a location and except in a manner as determined reasonably agreed upon by the Parties. No investigation which has been or will be made by Buyer or other information received by Buyer will operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company or the Subsidiaries of the Company in good faith this Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of the Subsidiaries of the Company shall be appropriate required to ensure compliance with disclose any applicable Laws and subject information to any applicable privileges (including Buyer if such disclosure would jeopardize the protection of attorney-client privilege) and contractual confidentiality obligationsor other privilege or contravene any applicable Law or fiduciary duty, it being agreed that each of the Sellers shall use, and shall cause their Affiliates Parties agrees to use, use its reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer in a manner that would not result in such jeopardy or its Representatives pursuant to this Section 5.02(acontravention (such as by entering into a common interest agreement). Without limiting the foregoing, prior Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the SellersCompany, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)delayed, neither the Buyer nor any of its Representatives Merger Sub shall contact any employees of, suppliers to, Dental Provider or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, other supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs of the Buyer Company or any of the Subsidiaries of the Company and Buyer shall not perform invasive or subsurface investigations of any real property of the Company and its Representatives that they may no longer contact such employeeSubsidiaries. Buyer shall, supplier and shall cause its representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or customerinformation provided pursuant to this Section 4.04.