Common use of Access to Information Clause in Contracts

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Prior to the Closing Date, to the extent permitted by this Section 6.1(a) and applicable Law, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of Company and, to the extent related to Company or the Business, Seller and such examination of the books and records and Tax reporting positions of Company and, to the extent related to Company or the Business, Seller as Purchaser reasonably requests and to make extracts and copies of such books and records at Purchaser’s own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall afford cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Seller and Company to Buyer cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its Representatives representatives shall cooperate with Seller and Company and their representatives and shall use commercially reasonable accessefforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, upon reasonable notice during normal business hoursno such investigation or examination shall be permitted to the extent that it would require Seller or Company to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which Seller or Company is bound. Notwithstanding anything to the contrary contained herein, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Company or Seller, which consent shall may not be unreasonably withheld, conditioned delayed or delayed. Notwithstanding anything to the contrary in this Agreementconditioned, neither Seller nor Purchaser shall not contact any Affiliate of Seller shall be required to provide access to suppliers to, or disclose information wherecustomers of, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any LawsCompany. (cb) At and For a period of three (3) years after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, Purchaser will give Seller reasonable access during normal Purchaser’s regular business hours, hours upon reasonable noticeadvance notice and under reasonable circumstances, consistent with subject to restrictions under applicable Law Law, to books and in accordance with the procedures established by the recipient of such request, reasonable access records transferred to Purchaser to the propertiesextent necessary for the preparation of financial statements, books, Contracts, records and employees related to the Business and/or related to the regulatory filings or Tax returns of Seller or its Affiliates in respect of periods ending on or prior business operations to the extent that such access may be reasonably requested by the otherClosing, including or in connection with financial statementsany Legal Proceedings. Seller shall be entitled, taxesat its sole cost and expense, reporting obligations to make copies of the books and compliance with applicable Laws. (d) Notwithstanding the provisions of records to which it is entitled to access pursuant to this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery6.1(b).

Access to Information. (a) Seller 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 to the Representatives of the Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closingoffices, to the properties, books, Contracts, books and records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements 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 verify that there has not been a Material Adverse Effecttime reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that no Seller nor such investigation shall not unreasonably interfere with any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation the businesses or operations of confidentiality to which it 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 Affiliates may be subject in discharging their obligations Representatives pursuant to this Section 5.6(a5.02(a). (b) Buyer agrees that any investigation undertaken pursuant . Without limiting the foregoing, prior to the access granted under Section 5.6(a) Closing, the Buyer shall be conducted not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in such a manner as not to unreasonably interfere with the operation of the Business, and none in no event may any such environmental investigation include any sampling or other intrusive investigation of Buyer air, surface water, groundwater, soil or any of its Affiliates anything else at or Representatives shall communicate in connection with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayedsuch 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. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, addressing claims related to Excluded Liabilities, preparing financial statements, U.S. Securities and Exchange Commission reporting obligations and the determination of any matter relating to the rights or obligations of the Sellers or any of their Affiliates under this Agreement, neither Seller nor any Affiliate of Seller shall be required the Business prior to provide access to the Closing or disclose information wherethe Companion Agreements, upon reasonable prior notice and at the advice of counselSellers’ sole cost and expense, such access or disclosure would jeopardize 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 or contravene any Laws. (cprivilege) At and after contractual confidentiality obligations, the Closing, each Party shall, Buyer shall and shall cause its Affiliates and Representatives to, : (i) afford the other Party, its Affiliates Representatives of the Sellers and their respective RepresentativesAffiliates reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, upon reasonable noticeto the offices, consistent properties, books and records of the Buyer and its Affiliates and Representatives in respect of the Transferred Assets; (ii) furnish to the Representatives of the Sellers and their Affiliates such additional financial and other information regarding the Transferred Assets as is in the Buyer’s possession and control as the Sellers or their Representatives may from time to time reasonably request; and (iii) make available to the Representatives of the Sellers and their Affiliates the employees of the Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Sellers in connection with applicable Law the Sellers’ inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of the Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with the such auditors’ and accountants’ normal disclosure procedures established 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 recipient of such requestBuyer, reasonable access the Sellers shall enter into a customary joint defense agreement with the Buyer and its Affiliates with respect to any information to be provided to the propertiesSellers pursuant to this Section 5.02(b). No information, books, Contracts, records and employees related or other documents accessed by the Sellers or their respective Affiliates or Representatives pursuant to this Section 5.02(b) shall be used for any purposes other than as expressly permitted by this Section 5.02(b). (c) Notwithstanding anything in this Agreement to the Business and/or related contrary, the Sellers shall not be required, prior to the Seller Closing, to disclose, or cause the disclosure of, to the Buyer or its prior business operations Affiliates or Representatives (or provide access to any offices, properties, books or records of the Sellers or any of their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or relating to any product development or pricing and marketing plans to the extent counsel to the Sellers, after consultation with counsel to the Buyer, advises that doing so would likely be a violation of applicable antitrust Laws, nor shall the Sellers be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsconfidential information. (d) Notwithstanding During the provisions period from the date of this Section 5.6Agreement through the earlier of the Closing Date or the termination of this Agreement pursuant to Article VIII, while the existence of an adversarial proceeding Sellers shall periodically deliver to the Buyer, at intervals and in a form consistent with past practice between the parties Sellers and the Buyer during the negotiation of the transactions contemplated by this Agreement and which will not abrogate or suspend be prepared consistent with the provisions Agreed Financial Methodology, the following financial information related to the Business (which shall be provided on an aggregate basis with respect to the entire Territory and on an individual basis with respect to each distribution center and/or territory within the Territory): (i) at the end of each month after the date hereof, monthly financial information, which shall include data with respect to volume (on a brand basis), revenue, and cost of goods sold at standard and gross margin, in each case solely related to the Business; and (ii) at the end of each fiscal quarter after the date hereof, all of the data described in Section 5.02(d)(i) above together with direct operating expense data, in each case solely related to the Business for the quarter then ended (the “Interim Quarterly Data”). The Sellers shall deliver to the Buyer the data contemplated by this Section 5.02(d) promptly upon completion, but in any event no later than, (x) fifteen (15) Business Days after the end of the applicable month with respect to deliveries made pursuant to Section 5.02(d)(i), and (y) one hundred twenty (120) days after the end of the applicable fiscal quarter with respect to deliveries made pursuant to Section 5.02(d)(ii). (e) The Sellers will, and will cause their Affiliates to, cooperate with the Buyer’s completion of its due diligence by providing to the Buyer certain identified information described in Section 5.02(e) of the Disclosure Schedule. With respect to the continuing diligence of the Buyer under this Agreement that takes place between the signing of this Section 5.6, as to such records or other information directly pertinent to such disputeAgreement and the Closing, the parties may not utilize this Section 5.6 but ratheragree to deal with one another in good faith consistent with historical practices for addressing economic disputes. (f) If any Seller enters into any Pre-Closing Material Contracts between the date hereof and the Closing Date, absent agreementthe Sellers will provide the Buyer as promptly as reasonably practicable prior to the Closing with true, must utilize correct and complete copies of all such contracts or agreements. If any Seller enters into any Shared Contracts or Specified Non-Transferring Contracts between the rules date hereof and the Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable with true, correct and complete copies of discoveryall portions of such Shared Contracts or Specified Non-Transferring Contracts, as applicable, that relate to the Business (together with such other portions thereof as are necessary to comprehend the terms thereof that apply to the Business).

Access to Information. (a) During the period commencing with the execution and delivery of this Agreement until the earlier to occur of the termination of this Agreement pursuant to its terms and the Closing, (i) Seller shall afford (and shall cause the Acquired Companies to afford), at Buyer’s sole expense and subject to applicable Law, Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period hours and upon reasonable prior to the Closingnotice, to the properties, books, Contracts, records Business Records and personnel of Seller and its Subsidiaries to the extent related to the Business and as Buyer may reasonably request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege, protect any proprietary or confidential information unrelated to the Purchased AssetsBusiness, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effector comply with third-party confidentiality obligations); provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to such access does not unreasonably disrupt the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees normal operations of the Business or Seller; and (ii) without the prior written consent of Seller, Seller (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), Buyer shall not contact any employee of Seller or any Acquired Company (other than with respect to offers of employment from Buyer to Business Employees in accordance with the terms of this Agreement), or any supplier or service provider to or customer of the Business in connection with this Agreement or any of the Transactions. Notwithstanding anything Any access to Seller’s or any Acquired Company’s properties shall be subject to Seller’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing. Seller shall, within two (2) days following the full execution thereof, provide Buyer with a copy of any amendment to the contrary in this AgreementMerger Agreement to the extent any such amendment is reasonably likely to impact the timing of the closing of the Merger. (b) Each Party shall preserve copies of all Business Records or all similar information within such Party’s possession (“Records”) for at least three (3) years after the Closing Date. After the Closing Date, neither Seller nor each Party shall provide any Affiliate of Seller shall be other Party and its Representatives, upon reasonable request (subject to any limitations under Applicable Law or that are reasonably required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize protect any applicable attorney-client privilege or contravene confidential information), access for inspection and copying of all Records (subject to applicable Law, including privacy laws, and any Laws. (c) At limitations that are reasonably required to protect any applicable attorney-client privilege or confidential information), with respect to Buyer, as is reasonably requested by Buyer in connection with any matter relating to or arising during any period and after related to the ClosingBusiness, the operation thereof, or the Transferred Assets or Assumed Liabilities, and, with respect to Seller, as is reasonably requested by Seller in connection with any matter relating to or arising during any period and related to Converge, the operation thereof, the Excluded Assets or Excluded Liabilities, and each Party shall make such Party’s personnel reasonably available to the extent reasonably necessary to support such requests. Additionally, each Party shallshall make such Party’s personnel reasonably available for interviews, depositions and testimony in any legal matter concerning the Transactions, and shall cause its Affiliates to, afford solely to the extent necessary to enable the other PartyParty to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Entity, including filing any Tax Returns and responding to Tax audits or Tax authority disputes with respect to the Business, the Transferred Assets and the Transferred Employees; (ii) assert in good faith or defend any claims or allegations in any litigation or arbitration or in any administrative or Legal Proceeding; or (iii) perform its Affiliates obligations under this Agreement. The Party seeking such Records shall reimburse the other Party for all reasonable and their respective Representativesnecessary out-of-pocket costs and expenses incurred by the other Party in providing such information and in rendering such assistance (including providing such personnel). The access to files, books and records contemplated by this Section 5.6(b) shall be during normal business hours, hours and upon reasonable notice, consistent with applicable Law prior notice and in accordance with shall be subject to such reasonable limitations as the procedures established by other Party may impose to preserve the recipient confidentiality of information contained therein and to limit any disruption of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable LawsParty’s business. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. Subject to any and all applicable contractual and security requirements of Governmental Authorities (a) including those Governmental Authorities listed on Schedule 5.4), from the date hereof until the Closing or until this Agreement is earlier terminated, Seller shall afford to the officers, employees, agents and authorized representatives of Buyer (including independent public accountants, financial advisors and its Representatives attorneys) reasonable access, upon reasonable notice access during normal business hours, during the period prior to the Closingupon reasonable advance notice, to the propertiesoffices, booksproperties and business, Contractstax and accounting records (including computer files, retrieval programs and similar documentation) of the Federal Business and other records and personnel of documents relating to the Purchased Assets to the extent Buyer shall reasonably deem necessary in connection with the Transaction and shall furnish to Buyer or its authorized representatives such additional information concerning Seller and its Subsidiaries related CIBER Federal International relating to the Business Purchased Assets and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Federal Business to verify that there has not been a Material Adverse Effectas shall be reasonably requested; provided, however, that no Seller nor any Affiliate of Seller shall not be required to take violate any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it Seller or any of its Affiliates may be are subject in discharging their its obligations pursuant to this Section 5.6(a). (b) 5.4. Buyer agrees that any investigation undertaken pursuant to the such access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation operations of Seller and its Affiliates. Prior to the BusinessClosing, Buyer and none of Buyer or any of its Affiliates or Representatives representatives shall communicate with not speak to any of the employees employees, customers, distributors, and suppliers of the Federal Business (to the extent known to Buyer as such) in connection with the Transaction or regarding the Evaluation Material (as defined in the applicable Confidentiality Agreements) without the prior written consent of the Chief Financial Officer or the General Counsel of Seller, which consent and any such permitted communications shall not be unreasonably withheldmade in the presence of a designated representative of Seller, conditioned or delayed. Notwithstanding anything provided that, to the contrary in this Agreementextent reasonably requested by Buyer, neither Seller nor any Affiliate of Seller shall be required use its commercially reasonable efforts, prior to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representativesto provide Buyer with reasonable access, during normal business hours, hours and upon reasonable notice, consistent with applicable Law to such employees, customers, distributors and suppliers in accordance with the procedures established by the recipient presence of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the a designated representative of Seller or its prior business operations (to the extent that such representative is designated by Seller and elects to be present for such access) (with the terms of any such access may to be reasonably requested determined by the other, including Seller in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsits reasonable discretion). (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) From the date hereof until the Closing, Seller shall shall, for the purpose of enabling Buyer to conduct the Post-Signing Due Diligence, (a) afford to Buyer and its Representatives reasonable accessaccess to and the reasonable right to inspect, upon reasonable notice and during Seller’s normal business hours, during all of the period prior Real Property, properties, assets, premises, Books and Records, Contracts and other documents and data related to the ClosingBusiness, subject where applicable to the propertiesterms of the Site Access and Indemnification Agreement dated as of June 7, books, Contracts, records and personnel of 2018 between Seller and Buyer as the same may be amended or supplemented from time to time; (b) ▇▇▇▇▇▇▇ ▇▇▇▇▇ and its Subsidiaries Representatives with such financial, operating and other data and information related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to as Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates Representatives may be reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business. Without limiting the foregoing, Seller shall, subject in discharging their obligations to receipt of all required approvals of Governmental Authorities, permit Buyer and its Representatives to conduct Post-Signing Due Diligence with respect to the environmental condition of the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater, or surface or subsurface land on, at, in, under or from the Real Property. Any investigation pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a6.02(a) shall be conducted in such a manner as not to interfere unreasonably interfere with the operation conduct of the BusinessBusiness or any other businesses of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Seller in this Agreement. (b) From the date hereof until the Closing, Buyer shall, for the purpose of enabling Seller to conduct the Additional Seller Due Diligence, (a) furnish Seller and none its Representatives with such financial, operating and other data and information related to the assets and business of Buyer as Seller or any of its Affiliates or Representatives shall communicate with any may reasonably request for purposes of reviewing and evaluating Buyer’s financial condition, the financial risks of the employees transactions contemplated by this Agreement, and the proposed Debt Financing; and (c) instruct the Representatives of Buyer to cooperate with Seller in its due diligence investigation with respect to Buyer. Any investigation pursuant to this Section 6.02(b) shall be conducted in such manner as not to interfere unreasonably with the Business without the prior written consent conduct of Sellerany businesses of Buyer. Except as provided in Section 6.22 and Section 8.07(a), which consent no investigation by Seller or other information received by Seller shall not be unreasonably withheldoperate as a waiver or otherwise affect any representation, conditioned warranty, or delayed. Notwithstanding anything to the contrary agreement given or made by Buyer in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closingearliest practicable time, each Party shall, and Seller shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon use commercially reasonable notice, consistent with applicable Law and in accordance efforts to provide Buyer with the procedures established by information noted on the recipient Exhibit of such request, Additional Buyer Due Diligence and reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection follow-up requests with financial statements, taxes, reporting obligations and compliance with applicable Lawsrespect thereto. (d) Notwithstanding the provisions Prior to receipt of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such disputeRCA Approval, the parties may not utilize this shall take initial steps to assess necessary integration planning, including those set forth on Section 5.6 but rather6.02(c)(i) of the Disclosure Schedules. Following receipt of RCA Approval, absent agreementthe parties shall work together to coordinate and finalize integration planning so as to enable Buyer to operate the Purchased Assets on the Closing Date, must utilize including taking the rules of discovery.actions set forth on

Access to Information. From the date hereof until the Closing Date, the Partnership and the General Partner shall each, (ai) Seller shall afford make its management personnel reasonably available to Buyer the Parent and its NRP and their respective Representatives, (ii) subject to and in compliance with any obligations of confidentiality or non-disclosure provided by applicable Law or contained in any Contracts to which the Partnership or the General Partner is a party or by which it is bound (which restrictions on disclosure, the Partnership and General Partner will use commercially reasonable efforts to obtain waivers therefrom), provide the Parent and NRP and their respective accountants, employees, attorneys and other Representatives reasonable accessaccess to, upon reasonable notice and permit such Persons to review, during normal business hourshours and upon reasonable prior written request, during the period prior to the Closing, to the its properties, books, Contracts, accounts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assetsfiles, including for the purposes purpose of reviewing performing an Environmental Assessment and (iii) provide such other information to the Parent and NRP and their respective Representatives as they may reasonably request, in each case, which is (a) reasonably necessary to assist the Parent and NRP with integration and transition planning in connection with the transactions contemplated hereby and (b) not inconsistent with applicable Law. Notwithstanding the foregoing, the Parent and NRP acknowledge that none of the Holders, the General Partner, the Partnership nor their respective Subsidiaries or Affiliates shall be obligated to provide to the Parent or NRP (i) any information relating to any offers or indications of interest received by the Closing Statement delivered Holders, the Partnership or their respective Affiliates or representatives from any Person other than the Parent to Buyer pursuant acquire the General Partner, the Partnership, or any of their respective Equity Interests, properties or assets or any communications between the Holders, the General Partner, the Partnership or their respective Affiliates or representatives on the one hand and any such other Person on the other hand relating to Section 2.9(b) such offers or indications of this Agreement interest or the transactions contemplated thereby (it being understood that the Holders may retain all such documents, information and communications, which shall be the sole property of the Holders at all times prior to and after the Closing), (ii) interim financial statements any work papers or similar materials prepared by the independent public accountants of the Business to verify that there has not been a Material Adverse Effect; providedPartnership, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant except to the access granted under Section 5.6(a) shall be conducted in extent that such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required accountants agree to provide access to such work papers or disclose similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion (and the Partnership and General Partner will use commercially reasonable efforts to obtain such agreements), and (iii) any documents or information where, upon that are protected by the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after work product doctrine protections if the Closing, each Party shall, and shall cause its Affiliates to, afford General Partner or the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient Partnership reasonably determines that providing copies or access to such documents or information could give rise to a possible waiver of such request, reasonable access privilege protections after considering the parties’ arrangements to the properties, books, Contracts, records preserve applicable privileges and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsprotections. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. Prior to the Closing Date, the Purchaser will be entitled, through its authorized officers, employees and representatives (including, without limitation, its legal counsel, accountants, investment bankers and other representatives) (collectively, the “Purchaser Representatives”), to (a) Seller shall afford to Buyer and its Representatives have reasonable access, upon reasonable notice during normal business hours, during the period prior access to the ClosingSeller’s directors, to the propertiesofficers, employees, agents, assets and properties and all relevant books, Contracts, records and personnel documents of Seller and its Subsidiaries related or relating to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant such information, financial records and other documents relating to the Seller and the Business as any Purchaser Representative may reasonably request, (c) make extracts and copies of any such books, records, documents and information and (d) have reasonable access granted under Section 5.6(a) shall to the Seller’s accountants, auditors, customers and suppliers for consultation or verification of any information. The Purchaser’s investigation and examination will be conducted in such a manner as during regular business hours, under reasonable circumstances and upon reasonable prior notice to the Seller. The Purchaser will not to unreasonably interfere with the operation contact, directly or indirectly, any employee, customer or vendor of the BusinessSeller to discuss the transactions contemplated by this Agreement, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business other subject related thereto, without the prior written consent of Seller, which consent shall will not be unreasonably withheld, conditioned delayed or delayedconditioned. Notwithstanding anything At a time (within the thirty (30) days immediately preceding the Closing) and place mutually agreeable to the contrary Purchaser and the Seller, the Seller will arrange for face-to-face meetings between the Purchaser and senior employees of the Seller, and for group meetings between the Purchaser and other employees of the Seller, for the purpose of introducing such employees to the Purchaser. The Seller will use commercially reasonable efforts to cause all such Persons to cooperate with the Purchaser Representatives in such investigation and examination. No disclosure by the Seller whatsoever during any investigation by the Purchaser will cure any breach of any warranty or representation of the Seller set forth in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller From the date hereof until the Closing, the Company shall afford to Buyer the employees, authorized agents and its Representatives representatives of Purchaser, at Purchaser’s sole cost and expense, with reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closinghours and upon reasonable advance written notice, to the propertiesfacilities from which the Company is operated and the Books and Records of the Company, booksas Purchaser reasonably deems necessary or advisable, Contracts, records and personnel to those employees of Seller the Company to whom Purchaser reasonably requests access. All information obtained by Purchaser and its Subsidiaries related to the Business employees, agents and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations representatives pursuant to this Section 5.6(a)5.3 shall be deemed to be Confidential Information and shall be kept confidential. (b) Buyer agrees that In order to facilitate the resolution of any investigation undertaken pursuant claims made by or against or incurred by the Company prior to or after the Closing or for any other reasonable purpose, for a period of four (4) years after the Closing (or, with respect to any Books and Records of the Company necessary for the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax audit, claim or assessment, until one hundred eighty (180) days after the expiration of the applicable statute of limitations period (including extensions thereof)), Purchaser shall (i) retain the Books and Records of the Company relating to periods prior to the access granted under Section 5.6(a) shall be conducted Closing in such a manner as not to unreasonably interfere reasonably consistent with the operation prior practice of the Business, Company and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, (ii) upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates toreasonable notice, afford the other PartyStockholders and the Stockholders’ agents and representatives reasonable access (including the right to make photocopies, its Affiliates at the Stockholders’ sole cost and their respective Representativesexpense), during normal business hours, hours and upon reasonable advance written notice, consistent with applicable Law to such Books and in accordance with Records; provided, that, the procedures established Stockholders shall reimburse Purchaser promptly upon demand for all out-of-pocket expenses incurred by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including Purchaser in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawstherewith. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall afford Subject to Buyer the restrictions contained in the Confidentiality Agreement, the Sellers and TPGC will give Buyer, its Representatives counsel, financial advisors, auditors and other authorized representatives reasonable access, upon reasonable notice access during normal business hours, during the period prior hours at Buyer's expense to the Closingoffices, to the properties, booksbooks and records of TPGC and each of the Subsidiaries and will instruct the employees, Contracts, records counsel and personnel financial advisors of Seller and the Sellers to cooperate with Buyer in its Subsidiaries related to the Business investigation of TPGC and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse EffectSubsidiaries; provided, however, that no Seller nor any Affiliate of Seller such investigation shall be required conducted on commercially reasonable prior notice submitted to take ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President/Controller of TPGC, and in such manner as not to interfere unreasonably with the conduct of the business of TPGC or the Subsidiaries. The Sellers and TPGC agree to reasonably cooperate with Buyer and its parent, MJD Communications, Inc. ("MJD"), and give MJD and its auditors and representatives access to TPGC's representatives, employees and auditors as Buyer may reasonably request pursuant to reasonable prior notice to TPGC so that MJD may obtain the necessary financial data to permit MJD to comply with its reporting obligations under the federal securities laws; PROVIDED, HOWEVER, that such requests and access shall not interfere unreasonably with the conduct of the business of TPGC or the Subsidiaries. All costs, expenses and fees incurred in connection with compliance by any action for which it is reasonably foreseeable that a Liability will party with the obligations set forth in the preceding sentence shall be created for violating an obligation of confidentiality borne by Buyer. Except as specifically provided in Sections 3.9 and 3.10 with respect to which it the financial statements delivered in accordance with Section 3.9, the Sellers and TPGC make no representations or warranties with respect to any of its Affiliates may be subject in discharging their obligations financial data obtained by Buyer and MJD pursuant to this Section 5.6(a5.2, and Buyer hereby indemnifies and holds harmless TPGC and the Sellers and any Person that controls either of them within the meaning of Section 15 of the Securities Act of 1933, as amended, and Section 20 of the Securities Exchange Act of 1934, as amended, from and against any and all liabilities, losses, damages, costs and expenses arising from or in connection with the inclusion of any such financial data in any report or other filing filed or made by Buyer or MJD under the federal securities laws (collectively, "Securities Losses"). Notwithstanding the foregoing, nothing contained in this Section 5.2 shall limit or restrict the Sellers' obligation to indemnify and hold harmless Buyer pursuant to Article 7 hereof for the inaccuracy of the representations and breach of the warranties contained in Sections 3.9 and 3.10; provided, however, that notwithstanding anything to the contrary contained herein, the Sellers shall not be obligated to indemnify and hold harmless Buyer pursuant to Section 7.1 for any Securities Losses. (b) Buyer agrees that any investigation undertaken pursuant In addition, the Sellers and TPGC agree to provide Buyer, during the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere period from the date hereof until the Closing Date, with the operation copies of the Business, monthly financial statements and none other financial data prepared by TPGC in the ordinary course of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. business within thirty (c30) At and days after the Closing, end of each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, fiscal month during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsperiod. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall afford Subject to Buyer Section 5.3(b) and its Representatives reasonable accessapplicable Laws, upon reasonable notice to the Company, the Company shall afford the officers, employees, and other authorized representatives and advisors (including financial advisors, counsel and accountants) (collectively the “Representatives”) of the Purchaser reasonable access at the Company’s facilities, during normal business hours, during hours from the period prior to date of this Agreement and until the Closingearlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article 7, to the its respective properties, books, Contractscontracts and records (including monthly financial reports and preclinical, records clinical and manufacturing reports that are provided to senior management of the Company), as well as to its management personnel; provided, however: (i) that such access shall be provided on a basis that minimizes the disruption to the operations of the Company; and (ii) the Company and representatives may withhold any such access, information or documents if, acting reasonably, the Company determines that permitting such access or disclosing such information or documents would (x) be inconsistent with any guidelines for the conduct of business prior to the Effective Time as agreed between the Company and the Purchaser, or (y) breach any obligations of confidentiality that the Company have to third parties. Subject to the foregoing right of the Company to withhold access, information or documents during such period, the Company shall furnish promptly to the Purchaser all information concerning the business, properties and personnel of Seller and its Subsidiaries related to the Business and Company as the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant Purchaser may reasonably request. Subject to Section 2.9(b5.3(b) and applicable Laws, the Purchaser shall afford the Representatives of the Company reasonable access during normal business hours from the date of this Agreement and (ii) interim financial statements until the earlier of the Business Effective Date and the date on which this Agreement is terminated in accordance with Article 7, to verify that there has not been a Material Adverse Effect; providedsuch management personnel of the Purchaser or its affiliates as the Company may request, howeveracting reasonably, that no Seller nor any Affiliate for purposes of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to obtaining input on all matters contemplated by this Section 5.6(a)Agreement. (b) Buyer agrees The Purchaser and the Company acknowledge that any investigation undertaken information received pursuant to the access granted Section 5.3(a) may be Personal Information under Section 5.6(a) applicable Laws, or non-public or proprietary in nature and therefore all such information shall be conducted in such a manner as not deemed to unreasonably interfere with be confidential information (“Confidential Information”) governed by the operation terms of the Business, Confidentiality Agreement. The Purchaser and none the Company further acknowledge their obligation to maintain the confidentiality of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and Confidential Information in accordance with the procedures established Confidentiality Agreement. If any material is withheld by the recipient Company because of the confidential nature of such requestmaterial, reasonable access or otherwise, the Company shall inform the Purchaser as to the propertiesgeneral nature of what is being withheld and such information may, booksin the sole discretion of the Company, Contracts, records and employees related be disclosed to external advisors of the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable LawsPurchaser. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall afford to Buyer From and its Representatives reasonable accessafter the date hereof until the earlier of the Closing Date or the termination of this Agreement, upon thirty (30) days prior notice, the Reinsurer, at its own expense, shall have the right to inspect (including via remote access) all Books and Records at any reasonable notice time during normal business hours, during hours at the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements office of the Business to verify that there has not been a Material Adverse EffectCeding Company; provided, however, that no Seller nor the Ceding Company shall not be obligated to provide access to any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable such books, records or documents if the Ceding Company believes in good faith that doing so would violate a Liability will be created for violating an contract, agreement or obligation of confidentiality owing to which it a third party, jeopardize the protection of an attorney-client privilege, or any of reasonably be expected to expose the Ceding Company or its Affiliates to liability for disclosure of sensitive or personal information, it being understood that the Ceding Company shall use its commercially reasonable efforts to enable such information to be furnished or made available to the Reinsurer without so jeopardizing privilege, contravening such obligation or exposing such party to such liability; provided, further, that if the Reinsurer provides notice that it intends to exercise such inspection right and the Ceding Company cannot reasonably provide access to its Books and Records thirty (30) days after receipt of such notice other than via remote access, the Ceding Company may be subject in discharging their provide such access solely via remote access. Without limiting the terms thereof, the provisions of Section 5.8 shall govern the obligations of the Reinsurer and its Representatives with respect to all information of any type furnished or made available to them pursuant to this Section 5.6(a). (b) Buyer agrees 5.2. The Parties acknowledge and agree that any investigation undertaken pursuant failure of the Reinsurer or its Affiliates to perform its or their respective obligations under the Transaction Agreements as a result of the Reinsurer’s inability to timely inspect any Books and Records due to the access granted under limitations set forth in this Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent 5.2 shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything deemed to the contrary in this be a breach of any such Transaction Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller From the date hereof until the earlier of the Expiry Time and the time this Agreement is terminated, and subject to the existing confidentiality agreement between the Company and PPC dated October 4, 2004 (the “Confidentiality Agreement”), the Company shall (and shall cause its Subsidiary to) afford the Offeror’s officers, employees, counsel, accountants and other authorized representatives and advisors of PPC or the Offeror (“Representatives”) access to Buyer information, confidential or otherwise, with respect to the Company and its Representatives reasonable accessSubsidiary and their respective businesses, upon reasonable notice during normal business hours, during the period prior to the Closing, to the assets and properties, including books, Contractscontracts and records as well as access to management personnel and employees, records and personnel subject to such access not interfering with the ordinary conduct of Seller the business of the Company and its Subsidiaries related to Subsidiary. PPC, the Business Offeror and the Purchased Assets, including for the purposes of reviewing their Representatives will not contact any Agency (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements other than Agencies with registries or information available by request from members of the Business public), any employees of the Company or its Subsidiary, any supplier of the Company or its Subsidiary, or any third party who is a party to verify that there has not been a Material Adverse Effect; providedany agreement, however, that no Seller nor any Affiliate of Seller shall be required to take any action for arrangement or understanding under which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it the Company or its Subsidiary (or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (bassets) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Businessis bound or affected, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Sellerthe Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything and the Company shall (and shall cause its Subsidiary to) furnish promptly to the contrary in this AgreementOfferor all information concerning its business, neither Seller assets, properties and personnel as the Offeror may reasonably request. (b) Notwithstanding the foregoing, except as expressly provided for herein, the Company shall not be obligated to make available to the Offeror any of the Company’s management or Board of Directors’ materials relating to the assessment or evaluation of the transactions contemplated hereby or any alternative transaction (including any Acquisition Proposal proposed by any other person) nor any Affiliate information supplied by any of Seller shall be required to provide access to its officers, directors, employees, financial advisors, legal advisors, auditors, representatives, agents or disclose information where, upon other advisors in connection therewith or any confidentiality agreement made between the advice Company and any other person in respect of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Lawsalternative transaction. (c) At and after Without limiting the Closinggenerality of the provisions of the Confidentiality Agreement, each Party shallthe parties acknowledge that all information provided under section 3.4(a), and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and or otherwise pursuant to this Agreement or in accordance connection with the procedures established by the recipient of such requesttransactions contemplated hereby, reasonable access is subject to the propertiesConfidentiality Agreement, bookswhich shall remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement conflicts or is inconsistent with any provision of the Confidentiality Agreement, Contracts, records and employees related to the Business and/or related to provisions of this Agreement will supersede those of the Seller or its prior business operations Confidentiality Agreement but only to the extent that such access may be reasonably requested by of the other, including conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in connection with financial statements, taxes, reporting obligations full force and compliance with applicable Lawseffect. (d) Notwithstanding Nothing in this section 3.4 shall require the provisions Company or its Subsidiary to disclose information subject to a written confidentiality agreement with a third party or supplier specific or competitively sensitive information. For greater certainty, until the date on which the Offeror takes up and pays for Shares under the Offer, access to and exchange of this Section 5.6, while the existence of an adversarial proceeding supplier specific and competitively sensitive information (“Confidential Data”) as between the parties will not abrogate or suspend shall be limited to what is reasonably necessary for the provisions purposes of this Section 5.6, as to such records or other information directly pertinent to such disputesecuring all necessary regulatory approvals, the preparation and settlement of definitive documents and the consummation of the Offer and shall be limited such that the dissemination of Confidential Data shall be confined to the representatives of the parties may not utilize this Section 5.6 but ratherand their counsel who have a need to know such information for such purposes and who agree to respect such confidentiality in their dealings with Confidential Data. In particular, absent agreementwith reference to access to and the sharing of Confidential Data of one party with representatives of the other party for purposes of preparing any filings or submissions in respect of any required regulatory approvals, must utilize the rules of discoverygeneral principle which shall be applied is that such information shall be made available to, exchanged or shared with counsel to the parties rather than the parties or their representatives.

Access to Information. (a) Beginning on the date of this Agreement and ending on the Closing Date, Seller shall, and shall cause each of its Specified Affiliates to, cause its officers, employees and agents to (i) afford to Buyer Purchaser and its Representatives authorized representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closinghours and upon reasonable advance notice, to the offices, properties, booksplants, Contractsother facilities, books and records and personnel of Seller and its Subsidiaries related the Specified Affiliates relating to the Business and to those officers, directors, employees, agents, accountants and counsel of the Purchased AssetsSeller and the Specified Affiliates who have any knowledge relating to the Business, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim furnish to Purchaser and its authorized representatives such additional financial statements of and operating data and other information (or legible copies thereof) regarding the Business that is available with respect to verify the Business or the Purchased Assets as Purchaser may from time to time reasonably request, provided that there has Purchaser shall have no right to have access to, to be furnished with or to review any Tax Returns of Seller or any of its subsidiaries or Affiliates (other than any Tax Returns that are described in Section 2.1(a)(xiv)), and (iii) provide Purchaser and its authorized representatives access to the Real Property in order to conduct environmental assessments, provided that such environmental assessments shall not been a Material Adverse Effectinclude any sampling or testing, and provided, further, that Purchaser and its authorized representatives shall not (A) have access to the Real Property or (B) communicate with any environmental Governmental Authority or any employees or representatives of Seller regarding any environmental matters relating to the Business or the Purchased Assets unless ▇▇▇ ▇▇▇▇▇▇ or another authorized representative of Seller accompanies Purchaser or its authorized representatives on such visits to the Real property or participates with Purchaser or its authorized representatives with respect to such communications; provided, however, that no Seller nor any Affiliate if ▇▇▇ ▇▇▇▇▇▇ or another authorized representative of Seller does not respond to a request by Purchaser to communicate with an environmental Governmental Authority within a reasonable period of time (which shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of no longer than four Business Days), Purchaser and its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) authorized representatives shall be conducted able to communicate with any Governmental Authority without ▇▇▇ ▇▇▇▇▇▇ or another authorized representative of Seller participating in such communication. Purchaser and its authorized representatives will conduct all such information gathering in a manner as not to unreasonably interfere with the operation that will minimize any disruptions of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreementforegoing, neither Seller nor any Affiliate of Seller its Affiliates shall be required to provide access to or disclose information where, upon the advice of counsel, where such access or disclosure would violate or jeopardize any attorney-client privilege or contravene any LawsLaw, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Both Seller and Purchaser will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (cb) At and after (i) Prior to the Closing, each Party shallof Purchaser or any of Purchaser's Affiliates, agents, employees or representatives will hold and shall will cause its Affiliates to, afford representatives to hold in strict confidence all documents and information concerning the other Party, its Affiliates Purchased Assets and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law the Business to the extent and in accordance with the procedures established terms and conditions of the Confidentiality Agreement and (ii) after the Closing, Purchaser shall promptly return to Seller all documents and information concerning the Excluded Assets and the Retained Liabilities furnished by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations any of Seller's Affiliates, agents, employees, or representatives (including all copies, if any) and shall hold in strict confidence all such documents and information to the extent that such access may be reasonably requested by and in accordance with the other, including terms and conditions of the Confidentiality Agreement (except with respect to the NOx Technology as provided in connection with financial statements, taxes, reporting obligations and compliance with applicable LawsSection 6.8(d)). (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall afford Subject to Buyer Section 2.9 and its Representatives reasonable accessthe other provisions of this Section 8.1 and subject to compliance with applicable Antitrust Laws, upon reasonable notice during normal business hoursthe Sellers agree that, during the period prior to the ClosingClosing Date, Purchaser shall be entitled, through its Representatives, to make such investigation of the propertiesassets, books, Contracts, records properties and personnel operations of Seller and its Subsidiaries related to the Business and such examination of the books and records of the Sellers pertaining to the Business, the Purchased AssetsAssets and the Assumed Liabilities as it reasonably requests and to make extracts and copies of such books and records; it being understood, including for however, that the purposes of reviewing foregoing shall not entitle Purchaser to access (i) the Closing Statement delivered books, records and Documents referred to Buyer pursuant to in Section 2.9(b) of this Agreement and 2.2(h), (ii) interim financial statements any books, records or Documents that SVCMC reasonably determines that access to which by Purchaser would be competitively disadvantageous to the Sellers in any material respect or (iii) any books, records or Documents the disclosure of which by a Seller to Purchaser would (A) notwithstanding Section 2.9, violate any patient confidentiality obligation of a Seller or (B) any other agreement or any obligation of confidentiality to which a Seller is a party or is bound prior to the date hereof or (C) any obligation of confidentiality by which a Seller is bound under applicable Law. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, any request for such examination shall be made to one of the Business Persons identified on Schedule 8.1 and any access to verify that there has not been any of the Facilities by Purchaser must be approved by one of such Persons, and Purchaser’s access to such information shall be subject to any restrictions on disclosure by a Material Adverse Effect; providedSeller to Purchaser or use of the information contained therein by Purchaser applicable pursuant to any agreement to which a Seller is a party or is bound prior to the date hereof or under applicable Law. The Sellers shall cause their respective Representatives to cooperate with Purchaser and its Representatives in connection with such investigation and examination, howeverand Purchaser and its Representatives shall cooperate with the Sellers and their respective Representatives and shall use their commercially reasonable efforts to minimize any disruption to each Seller’s business and operations, that including the Business. Notwithstanding anything herein to the contrary, no Seller nor any Affiliate of Seller shall be required to take permit any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it such investigation or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant examination if, and to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Businessextent that, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information whereSVCMC, upon the advice of counsel, determines that such access investigation or disclosure examination by Purchaser would jeopardize or is reasonably likely to result in a loss of any attorney-client or attorney work product privilege or contravene any Lawsavailable to a Seller. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) From the date hereof until the Closing Date, Seller shall afford will (i) give, and will cause the Company and each Subsidiary to Buyer give, Buyer, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable accessaccess to the offices, upon reasonable notice properties, books and records of the Company and the Subsidiaries and to the books and records of Seller relating to the Company and the Subsidiaries, in each case during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim furnish, and will cause the Company and each Subsidiary to furnish, to Buyer, its counsel, financial statements advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request, including any and all contracts to which the Company or any Subsidiary is a party, and (iii) instruct the employees, counsel and financial and environmental advisors of Seller or the Company or any Subsidiary to cooperate with Buyer in its investigation of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it Company or any Subsidiary, including by furnishing of its Affiliates may be subject in discharging their obligations books records and other information. Any investigation pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to interfere unreasonably interfere with the operation conduct of the Businessbusiness of Seller or the Company. Notwithstanding the foregoing, Buyer shall not (i) have access to personnel records of the Company and none of Buyer the Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion would violate Applicable Laws and (ii) be entitled to perform any of its Affiliates intrusive or Representatives shall communicate with subsurface investigation or other sampling of, on or under any of the employees properties of the Business Company and the Subsidiaries without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (cb) At On and after the ClosingClosing Date, each Party shall, Seller will afford promptly to Buyer and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, agents reasonable access to the propertiesits books of account, booksfinancial and other records (including accountant’s work papers), Contractsinformation, records employees and employees related to the Business and/or related to the Seller or its prior business operations auditors to the extent that such access may be reasonably requested by the other, including necessary or useful for Buyer in connection with financial statementsany audit, taxesinvestigation, reporting obligations dispute or litigation or any other reasonable business purpose relating to the Company or any Subsidiary; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller. Buyer shall bear all of the out-of-pocket costs and compliance expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with applicable Lawssuch access. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Subject to Section 5.4, Seller shall afford to Buyer and cause its Representatives to afford Representatives of Buyer reasonable access, upon reasonable notice access during normal business hours, during the period prior hours to the Closingofficers, to the directors, employees, agents, properties, booksoffices and other facilities of the Business and the Acquired Assets (including all Business Real Property) and the books and records relating thereto, Contractsand shall furnish Buyer with such financial, records operating and personnel of Seller other data and its Subsidiaries related information with respect to the Business and the Purchased AssetsAcquired Assets as Buyer, including for through its Representatives, may reasonably request; provided that such access shall only be upon the purposes reasonable advance request of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement Buyer, shall not unreasonably disrupt personnel, operations and (ii) interim financial statements properties of the Business to verify that there has not been a Material Adverse Effect; providedBusiness, however, that no Seller nor any Affiliate of Seller and shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of at Buyer’s sole risk and expense. In exercising its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) rights hereunder, Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner conduct itself so as not to unreasonably interfere with in the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees conduct of the Business without prior to the prior written consent Closing. Buyer acknowledges and agrees that any contact or communication by Buyer and its Representatives with officers, employees or agents of the Business hereunder shall be arranged and supervised by Representatives of Seller, which consent shall not be unreasonably withheld, conditioned or delayedunless Seller otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any Affiliate of Seller its Affiliates (including the Acquired Entities) shall be required to provide access disclose to Buyer or any of its Representatives any: (i) information: (A) relating to any sale or divestiture process conducted by Seller or its Affiliates for the Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection therewith, including projections, financial or other information relating thereto; (B) if doing so could violate any Contract (provided that Seller shall use reasonable efforts to obtain consents or waivers from third parties under any such Contract in order to disclose such information where, upon to Buyer (it being understood that in no event shall Seller or its Affiliates be obligated to pay any consent fee or other consideration in connection with their efforts to obtain such consents or waivers)) or Law to which Seller or any of its Affiliates (including the advice Acquired Entities) is a party or is subject or which it believes in good faith could result in a loss of counsel, such access or disclosure would jeopardize the ability to successfully assert a claim of privilege (including attorney-client privilege and work product privileges); or contravene (C) if Seller or any Laws. of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; or (cii) At Hess Group Tax Return or any other information relating to Taxes or Tax Returns (other than information relating solely to the Business and after the Acquired Entities). Prior to the Closing, each Party shall, Buyer shall not (and shall cause its Subsidiaries, Representatives and agents not to) use any information obtained pursuant to this Section 5.3(a) for any purpose unrelated to the transactions described in this Agreement. In addition, notwithstanding anything herein to the contrary, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath any Business Real Property prior to the Closing. (b) Except as provided otherwise in Section 5.17, the parties shall retain the books, records, documents, instruments, accounts, correspondence, writings, evidence of tile and other papers relating to the Business, the Acquired Entities and the Acquired Assets in their possession or the possession of their Affiliates tountil seven years following the Closing Date or such longer period as may be required by Law or applicable court order until the expiration of the relevant representation or warranty under this Agreement. After the Closing, afford the other Partyupon reasonable written notice, Buyer shall furnish or cause to be furnished to Seller and its Affiliates and their respective RepresentativesRepresentatives access, during normal business hours, upon reasonable noticeto employees of the Business (including to prepare and appear as witnesses) and such information (including the right to make copies), consistent with applicable Law cooperation and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related assistance relating to the Business and/or related to and the Seller or its prior Acquired Entities as is necessary for any reasonable business operations to the extent that such access may be reasonably requested by the otherpurpose, including insurance matters, financial reporting and accounting matters, the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, in connection with financial statements, taxes, reporting obligations any disclosure obligation or the defense of any Action (including any Action that constitutes a Retained Liability). Seller shall reimburse Buyer for reasonable out-of-pocket costs and compliance with applicable Laws. (d) Notwithstanding the provisions of expenses incurred in assisting Seller pursuant to this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery5.3(b).

Access to Information. (a) Seller shall afford to Buyer The Merger Agreement provides that from the date of the Merger Agreement until the Effective Time, NetSuite will give Parent and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior access to the Closingoffices, to the properties, books, Contractsrecords, records contracts, governmental authorizations, documents, directors, officers and personnel employees of Seller NetSuite and its Subsidiaries related and furnish certain financial, tax and operating data and other information as reasonably requested subject in each case to certain limitations relating to confidentiality, attorney-client privilege, and limitations under applicable law or regulations. The Merger Agreement provides that, in connection with the continuing operation of the business of NetSuite and its Subsidiaries, from the date of the Merger Agreement until the Effective Time, the executive officers of NetSuite, including but not limited to the Business Chief Executive Officer of NetSuite, will consult with Parent in good faith on a regular basis to report material (individually or in the aggregate) operational developments, the status of relationships with customers, resellers, partners, suppliers, licensors, licensees, distributors and others having material business relationships with NetSuite, the Purchased Assetsstatus of ongoing operations and other matters reasonably requested by Parent pursuant to procedures reasonably requested by ▇▇▇▇▇▇. In addition, including the Merger Agreement provides that NetSuite will promptly notify Parent of any written notice or other written communication (or, to the Knowledge of the Company, any other notice or communication) from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by the Merger Agreement, any notice or other communication from any governmental authority in connection with the transactions contemplated by the Merger Agreement, any Proceeding commenced or, to the Knowledge of the Company (as defined in the Merger Agreement), threatened against, relating to or involving or otherwise affecting NetSuite or any of its Subsidiaries that would have been required to have been disclosed pursuant to the Merger Agreement or which relates to the consummation of the transactions contemplated by the Merger Agreement, any written notice or other written communication (or, to the Knowledge of the Company, any other notice or communication) from any major customer or major supplier that such major customer or major supplier is terminating its relationship with NetSuite or any of its Subsidiaries as a result of the transactions contemplated by the Merger Agreement or any inaccuracy of any representation or warranty or breach of covenant or agreement in the Merger Agreement that would reasonably be expected to cause any of the Offer Conditions not to be satisfied. The Merger Agreement provides that, subject to certain limitations on premiums, for six years after the purposes Effective Time, Parent will, or will cause the Surviving Corporation to, maintain and extend all existing officers’ and directors’ liability insurance of reviewing NetSuite (or equivalent prepaid “tail” or “runoff” policies obtained prior to the Effective Time) with respect to acts or omissions occurring prior to the Effective Time covering each Person covered as of the date of the Merger Agreement by NetSuite’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of the Merger Agreement; provided that neither Parent nor Purchaser shall be obligated to pay annual premiums in excess of 200% of the amount NetSuite paid for its officers’ and directors’ liability insurance policy. The Merger Agreement provides that, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurred, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of NetSuite and its Subsidiaries under: (i) the Closing Statement delivered to Buyer each indemnification agreement disclosed pursuant to Section 2.9(b) the Merger Agreement with any person who is now, or has been at any time prior to the date of this Agreement the Merger Agreement, or who becomes prior to the Effective Time, a director or officer of NetSuite or any of its Subsidiaries (an “Indemnified Party”); and (ii) interim financial statements any advancement or indemnification provision and any exculpation provision set forth in the certificate of incorporation or bylaws of NetSuite as in effect on the date of the Business to verify that there has not been a Material Adverse Effect; providedMerger Agreement, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their each case to any limitations imposed by the certificate of incorporation or bylaws of NetSuite as in effect on the date of the Merger Agreement and as imposed from time Table of Contents to time under applicable law. The Merger Agreement provides that the obligations pursuant to of Parent and the Surviving Corporation under the provisions of the Merger Agreement which are summarized in this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall paragraph will not be conducted terminated or modified in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or adversely affect any of its Affiliates or Representatives shall communicate with any of the employees of the Business Indemnified Party without the prior written consent of Seller, which consent shall not such Indemnified Party and that the Indemnified Parties will be unreasonably withheld, conditioned or delayed. Notwithstanding anything third-party beneficiaries of those provisions and entitled to enforce the contrary covenants contained in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Lawsthose provisions. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable accessFrom the Agreement Date through Closing or any earlier termination of this Agreement, upon reasonable notice during normal business hours, during the period prior subject to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business Confidentiality Agreement and the Purchased AssetsSeller Parties’ reasonable confidentiality precautions, including for those based on the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) confidential nature of this Agreement and the Transactions, the Seller Parties will and will cause the respective Company Entities over which they have control to provide Buyer and Buyer’s Representatives (iithe “Buyer Representatives”) interim financial statements reasonable access to and the right to inspect, during normal business hours and upon reasonable notice from Buyer, the employees (subject to the next sentence), properties, facilities, premises, officers, books and records of the Business or otherwise relating to verify the Company Entities, the Purchased Assets and the Assumed Liabilities, and furnish Buyer and Buyer’s Representatives with such financial, operating and other data and information related to the Business, the Company Entities, the Purchased Assets and the Assumed Liabilities as Buyer or Buyer’s Representatives may reasonably request, provided that there has such access or request is made in a manner that does not been a Material Adverse Effectunreasonably interfere with the operations of the Business. In this regard, ▇▇▇▇▇ agrees that such inspection shall not take place, and no Transferred Employees or other personnel shall be contacted by Buyer or by any Buyer Representative, without first coordinating such contact or inspection with ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or his designee at least forty-eight (48) hours prior to such requested inspection or contact; provided, however, that no Seller nor Buyer will have access to and may contact any Affiliate of Seller shall be the individuals set forth on Section 5.3 of the Disclosure Schedule without Res-Care’s consent and without being required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere comply with the operation of the Businessforegoing provisions in this sentence. Buyer will, and none of will cause its representatives and agents to, keep confidential all confidential or nonpublic information that Buyer or any of its Affiliates the Buyer Representatives receives from or Representatives shall communicate with any on behalf of the employees Seller Parties or the Company Entities in the course of the Business without actions contemplated in this Section 5.3 to the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayedextent required by and in accordance with the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreementforegoing, neither no Seller nor any Affiliate of Seller shall Party or Company Entity will be required to provide or cause to be provided access to or disclose or cause to be disclosed information where, upon the advice of counsel, where such access or disclosure would reasonably be expected to jeopardize the attorney-client or work product privilege; or contravene any applicable Law; provided, that such Seller Party or Company Entity shall use its reasonable best efforts to provide or cause to be provided access or disclose or cause to be disclosed such information in an alternative manner that does not so jeopardize such privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established (including by the recipient of such request, entering into reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller confidentiality agreements or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsjoint defense agreements). (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller For a period of seven (7) years from and after the end of the year in which the Closing occurs (or such longer period as is provided for in Section 5.15(c)), the Parent shall, and shall cause the Purchaser to, (i) afford to Buyer the Sellers and its Representatives reasonable accesstheir advisors and representatives, upon reasonable prior notice and during normal business hourshours at such times as may be reasonably convenient to the Purchaser and the Parent, during reasonable access to and to copy, for any proper purpose, including for making any Tax or regulatory filing, or prosecuting or defending any Legal Proceeding (other than any Legal Proceeding in which the period Sellers on the one hand and the Parent or the Purchaser on the other hand are adverse parties), all Books and Records, at the sole cost and expense of the Sellers; (ii) use commercially reasonable efforts (without undertaking any undue burden or expense) to make available to the Sellers upon written request the personnel of the Parent or the Purchaser to assist the Sellers in locating and obtaining any Books and Records for any proper purpose described in clause (i) above and (iii) not dispose of or destroy any material Books and Records relating to tax or other regulatory matters in connection with the Business without first offering to turn over possession thereof to the Sellers by written notice to the Sellers at least ninety (90) days prior to the Closingproposed date of such disposition or destruction. Notwithstanding the previous sentence, nothing contained in this Section 5.15 shall require the Parent or the Purchaser to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related disclose information that relates to businesses or assets other than the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant For a period of seven (7) years from and after the end of the year in which the Closing occurs (or such longer period as is provided for in Section 5.15(c) below), the Sellers shall, and shall cause their Affiliates to, (i) afford to the Parent and their advisors and representatives, upon reasonable prior notice and during normal business hours at such times as may be reasonably convenient to the Sellers, reasonable access granted under Section 5.6(a) shall be conducted to and to copy, for any proper purpose, including for making any Tax or regulatory filing, or prosecuting or defending any Legal Proceeding (other than any Legal Proceeding in such a manner as not to unreasonably interfere with which the operation Sellers on the one hand and the Parent or the Purchaser on the other hand are adverse parties), all books and records in the possession or control of the BusinessSellers or their Affiliates relating to the Business or the Assets (the “Seller Books and Records”), at sole costs and none expense of Buyer Parent; and (ii) use commercially reasonable efforts (without undertaking any undue burden or any of its Affiliates or Representatives shall communicate with any expense) to make available to the Parent upon written request the personnel of the employees Sellers to assist the Parent in locating and obtaining any Seller Books and Records for any proper purpose described in clause (i) above and (iii) not dispose of or destroy any material Seller Books and Records relating to tax or other regulatory matters in connection with the Business without first offering to turn over possession thereof to the Parent by written notice to the Parent at least ninety (90) days prior written consent to the proposed date of Seller, which consent shall not be unreasonably withheld, conditioned such disposition or delayeddestruction. Notwithstanding anything to the contrary previous sentence, nothing contained in this Agreement, neither Seller nor any Affiliate of Seller Section 5.15 shall be required require the Sellers to provide access to or disclose information where, upon that relates to businesses or assets other than the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any LawsBusiness and the Assets. (c) At The seven (7) year period referred to in Section 5.15(a) and after Section 5.15(b) above shall be extended if the Closingapplicable party requiring access to the Books and Records or the Seller Books and Records (as the case may be) advises the other parties in writing that any Legal Proceeding (other than any Legal Proceeding in which the Sellers on the one hand and the Parent or the Purchaser on the other hand are adverse parties) that involves or may require disclosure of the Books and Records or the Seller Books and Records (as the case may be) is pending or threatened at the termination of such seven (7)-year period, each Party shallin which case such extension shall continue until any such Legal Proceeding has been finally resolved or settled through a final, and shall cause its Affiliates non-appealable judgment or otherwise is no longer pending or threatened. All confidential or proprietary information received by, or made available to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law Sellers pursuant to this Section 5.15 shall be kept confidential to the extent required by and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable LawsSection 5.13. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a1) Seller Weatherford and each member of the Weat▇▇▇▇▇▇▇ ▇▇▇up shall grant to the Partnership (or its designees) access at all reasonable times to all of the information, books and records relating to the Weatherford Compression Business within the possession of Weat▇▇▇▇▇▇▇ ▇▇ any member of the Weatherford Group (including workpapers and correspondence with taxing authorities), and shall afford the Partnership (or its designees) the right (at their expense) to Buyer take extracts therefrom and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closingmake copies thereof, to the propertiesextent reasonably necessary to permit the Partnership (or its designees) to prepare Tax Returns, booksto conduct negotiations with Tax authorities, Contractsand to implement the provisions of, records and personnel of Seller and its Subsidiaries related or to investigate or defend any claims between the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of parties arising under this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a)Formation Agreement. (b2) Buyer agrees that any investigation undertaken pursuant GE Capital and each member of the GE Capital Group shall grant to the Partnership (or its designees) access granted under Section 5.6(a) shall be conducted in such a manner as not at all reasonable times to unreasonably interfere with the operation all of the Businessinformation, books and records relating to the Global Compression Business within the possession of GE Capital or any member of the GE Capital Group (including workpapers and correspondence with taxing authorities), and none of Buyer shall afford (or any of its Affiliates or Representatives shall communicate with any of designees) the employees of the Business without the prior written consent of Sellerright (at their expense) to take extracts therefrom and make copies thereof, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in extent reasonably necessary to permit the Partnership (or its designees) to prepare Tax Returns, to conduct negotiations with Tax authorities, and to implement the provisions of, or to investigate or defend any claims between the parties arising under this Formation Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c3) At The Partnership shall grant to Weat▇▇▇▇▇▇▇ (▇▇ its designees) access at all reasonable times to all of the information, books and after records relating to the Closing, each Party shallWeatherford Compression Business and its subsidiaries within the possession of the Partnership (including workpapers and correspondence with taxing authorities), and shall cause afford Weat▇▇▇▇▇▇▇ (▇▇ its Affiliates todesignees) the right (at Weat▇▇▇▇▇▇▇'▇ ▇▇▇ense) to take extracts therefrom and to make copies thereof, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by necessary to permit Weat▇▇▇▇▇▇▇ (▇▇ its designees) to prepare Tax Returns, to conduct negotiations with Tax authorities, and to implement the otherprovisions of, including in connection with financial statementsor to investigate or defend any claims between the parties arising under, taxes, reporting obligations and compliance with applicable Lawsthis Formation Agreement. (d4) Notwithstanding The Partnership shall grant to GE Capital (or its designees) access at all reasonable times to all of the information, books and records relating to the Global Compression Business and its subsidiaries within the possession of the Partnership (including workpapers and correspondence with taxing authorities), and shall afford GE Capital (or its designees) the right (at GE Capital's expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit GE Capital (or its designees) to prepare Tax Returns, to conduct negotiations with Tax authorities, and to implement the provisions of this Section 5.6of, while the existence of an adversarial proceeding or to investigate or defend any claims between the parties arising under, this Formation Agreement. (5) Each of the Parties will not abrogate preserve and retain all schedules, workpapers and other documents relating to any Tax Returns of or suspend with respect to the provisions Global Compression Business, in the case of this Section 5.6GE Capital and the Partnership, as and the Weat▇▇▇▇▇▇▇ ▇▇▇pression Business, in the case of Weatherford and the Partnership, or to any claims, audits or other proceedings affecting such Businesses until the expiration of the statute of limitations (including extensions) applicable to the taxable period to which such documents relate or until the final determination of any controversy with respect to such records or other information directly pertinent taxable period, and until the final determination of any payments that may be required with respect to such dispute, the parties may not utilize taxable period under this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryFormation Agreement.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior Prior to the Closing, each Seller shall, and GWLA shall cause the GWLA Subsidiaries to, give Buyer and its authorized Representatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records (including the Business Records), personnel, officers and other facilities and properties of the Business, the Acquired Assets or the Assumed Liabilities and to the properties, books, Contracts, records employees and personnel officers of Seller and its Subsidiaries related to the Business Sellers and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to GWLA Subsidiaries as Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effectmay reasonably request; provided, however, that no Seller nor any Affiliate of Seller such access shall be required conducted in accordance with Applicable Law (including any Applicable Law relating to take antitrust, competition, employment or privacy issues), under the supervision of Sellers’ or their Affiliates’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of Sellers and their Affiliates. Without limiting the terms thereof, the June 8, 2018 Confidentiality Agreement shall govern the obligations of Buyer and its authorized Representatives and Affiliates with respect to all information of any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality type furnished or provided to which it or any of its Affiliates may be subject in discharging their obligations them pursuant to this Section 5.6(a7.2(a). (b) Buyer agrees that any investigation undertaken pursuant Notwithstanding anything to the contrary contained in this Agreement or any other agreement between Buyer and any Seller executed on or prior to the date hereof, Sellers shall not have any obligation to make available to Buyer or its Representatives, or provide Buyer or its Representatives with (i) access granted under to or copies of any personnel file or related records of any Business Employee, except as expressly contemplated with respect to Other Business Employees in Section 5.6(a8.1(a)(i), (ii) shall be conducted in such any Tax Return filed by a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer Seller or any of its Affiliates or Representatives shall communicate with predecessors, or any of the employees of the Business without the prior written consent of Sellerrelated material, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide (iii) access to or disclose copies of the portion of any such books or records solely to the extent relating to the Excluded Businesses, or (iv) any other information where, upon the advice of counsel, if (A) such access or disclosure would jeopardize information is subject to any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine and (B) making such information available to Buyer would contravene any Laws. Applicable Law, Court Order, Regulatory Agreement, fiduciary duty or Contract or obligation of confidentiality owing to a non-affiliated Person as of the date hereof (c) At and after the Closing, each Party shall, and shall cause including any confidentiality agreement to which a Seller or any of its Affiliates tois a party as of the date hereof), afford it being understood that each Seller shall reasonably cooperate and use commercially reasonable efforts in connection with any requests for waivers that would enable otherwise required disclosure to Buyer to occur without so contravening such Applicable Law, Court Order, duty, Contract or obligation, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Notwithstanding (A) above, the other Party, its Affiliates Parties acknowledge and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access agree that for any legal opinion or similar document that relates primarily or exclusively to the propertiesCovered Insurance Policies, books, Contracts, records the Parties assert a joint and employees related common interest that is intended to preserve the Business and/or related to legal privilege or immunity concerning such opinions or documents and the Seller or its prior business operations to the extent that such access may be reasonably Parties will take all commercially reasonable actions requested by the otherother Party to preserve such legal privilege or immunity. If Buyer requests access to any legal opinion or similar document, the applicable Seller shall deliver the requested legal opinion or similar document to Buyer provided that the applicable Seller is able to do so without waiving attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsthrough a joint or common interest that would preserve such legal privilege. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall afford to Buyer From and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to after the Closing, Seller shall grant to Acquiror (or its designee) access at all reasonable times after reasonable advance notice to all of the information, books and records, relating to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it Company or any of its Affiliates may be subject in discharging their obligations pursuant Subsidiaries within the possession of Seller (including work papers and correspondence with Tax authorities) and shall afford Acquiror (or its designee) the right (at Acquiror's expense) to this Section 5.6(a)take extracts therefrom and make copies thereof, to the extent reasonably necessary to permit Acquiror (or its designee) to prepare Tax Returns and to respond to any audit, inquiry, proceeding or other action with respect to such Tax Returns. (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At From and after the Closing, each Party shallAcquiror shall grant to Seller (or its designee) access at all reasonable times after reasonable advance notice to all of the information, books and records, relating to the Company or any of its Subsidiaries within the possession of Acquiror, the Company or any such Subsidiary (including work papers and correspondence with Tax authorities) and shall afford Seller (or its designee) the right (at Seller's expense) to take extracts therefrom and make copies thereof, to the extent reasonably necessary to permit Seller (or its designee) to prepare Tax Returns and to respond to any audit, inquiry, proceeding or other action with respect to such Tax Returns. In addition, and shall without limiting the generality of the foregoing, to permit Seller to comply with its obligations under Section 9.1(a), Acquiror will prepare (or cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and Company to prepare in accordance with prior practices) and deliver to Seller, as soon as reasonably practical after receipt of a request therefor from Seller, the procedures established standard income tax data reporting package and audit working paper files traditionally provided by the recipient Company and any of such request, reasonable access its Subsidiaries to Seller and all other data regarding the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be Company reasonably requested by Seller for the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawspreparation of any Tax Return under Section 9.1(a). (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. From the date of this Agreement until the Initial Closing, subject to the requirements and limitations of applicable Law (including Antitrust Laws) and Orders, the Seller will allow the Purchaser and its Representatives, and potential financing sources, at the Purchaser’s sole expense and in accordance with the procedures to be agreed upon by the parties, access through an Authorized Seller Representative and upon reasonable notice and during normal working hours to (a) Seller shall afford to Buyer such materials and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to information about the Business as the Purchaser may reasonably request, and (b) specified members of management of the Purchased AssetsBusiness as the parties may reasonably agree. Notwithstanding the foregoing, including for the purposes of reviewing Purchaser expressly acknowledges and agrees that (i) the Closing Statement delivered to Buyer during any period of regulatory review, including pursuant to Section 2.9(b) of this Agreement applicable Antitrust Laws, access to materials and information about the Business will be limited as required by applicable Law and Orders; and (ii) interim financial statements 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 verify that there has not been a Material Adverse Effect; providedthe Business) without the prior written consent of the Seller, howeverwhich consent may be provided by electronic mail confirmation by an Authorized Seller Representative. To the extent discussions with respect to the Contemplated Transactions with distributors, that no Seller nor any Affiliate partners, customers or suppliers of the Business shall take place prior to the Initial Closing Date, the Seller shall be required entitled to take any action for which it is reasonably foreseeable that have a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject representative present in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer all such discussions. The Purchaser agrees that any investigation undertaken pursuant to the access granted under this Section 5.6(a) 5.2 shall be conducted in such a manner as not to unreasonably interfere with the operation of the BusinessBusiness or the other businesses of the Seller and its Affiliates. The investigation contemplated by this Section 5.2 shall not affect or otherwise diminish or obviate in any respect, and none of Buyer or any of its Affiliates or Representatives shall communicate with affect the Purchaser’s right to rely upon, any of the employees representations, warranties or covenants of the Business without Seller or the prior written consent indemnification rights of Seller, which consent shall not be unreasonably withheld, conditioned or delayedthe Purchaser contained in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor any Affiliate of Seller its Affiliates shall be required to provide access to or disclose information where, upon the advice of counsel, where such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At applicable Laws or Orders and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to counsel has so advised the Seller or its prior business operations Affiliates in writing, it being understood that the Seller shall use Reasonable Efforts to the extent that allow for such access may be reasonably requested by the other, including or disclosure (or as much of it as possible) in connection with financial statements, taxes, reporting obligations and compliance with a manner that does not jeopardize attorney-client privilege or contravene any applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. From the date hereof until the Closing Date, Seller and its representatives (including counsel, financial advisors, auditors and other representatives) will promptly: (a) give Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, prop erties, contracts, books and records of Seller shall afford and its Affiliates relating to the A/TS Network or the Acquisition Assets, (b) furnish to Buyer and its Representatives reasonable accesscounsel, upon reasonable notice during normal business hoursfinancial advisors, during the period prior auditors and other authorized representatives such financial and operating data and other information relating to the ClosingA/TS Network or the Acquisition Assets as Buyer may reasonably request, including, without limitation, financial and operating data of Seller's refining and marketing division directly relating to the propertiesperformance of the A/TS Network and (c) instruct the employees, bookscounsel, Contractsauditors, records financial advisors and personnel other representatives of Seller and its Subsidiaries related Affiliates to cooperate with Buyer and its representa tives in its investigation of the Business business of the A/TS Network and the Purchased Acquisition Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no nothing set forth herein shall obligate Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of provide Buyer or any of its Affiliates attorneys, agents, employees, accoun tants or Representatives shall communicate other representatives with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon any infor mation that is protected by the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. similar privilege. Seller will provide Buyer and its representatives (cincluding counsel, financial advisors, auditors and other authorized representatives) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to Seller's employees employed in the propertiesbusiness of the A/TS Network, books, Contracts, records and employees related Buyer shall have the right to discuss the Business and/or related to affairs and business of the Seller or its prior business operations to the extent that A/TS Network with such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsemployees. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) After the date of this Agreement until the earlier of the Closing or the termination of this Agreement, and subject to the requirements of applicable Laws, Seller shall afford to Buyer representatives of Purchaser, during normal business hours and its Representatives in accordance with the procedures established by Seller, reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closingrequest and notice, to the properties, books, Contracts, records such additional financial and personnel of Seller operating data and its Subsidiaries related to other information regarding the Business and the Purchased Assets, including as Purchaser may from time to time reasonably request to prepare for the purposes of reviewing (i) the Closing Statement delivered or to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effectprepare for post-Closing integration; provided, howeverthat any such access or furnishing of information shall be scheduled and coordinated through the individual listed on Section 5.1(a) of the Seller Disclosure Schedule (or his/her designee or designees) and shall be conducted at Purchaser’s expense; provided, further, that no Seller nor any Affiliate none of Seller or its Affiliates shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality make available, or cause the Transferred Entities to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to make available, Business Employee personnel files until after the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of SellerClosing Date, which consent shall not be unreasonably withheld, conditioned or delayedmatters are addressed by Section 6.13. Notwithstanding anything to the contrary in this Agreement, neither Seller nor prior to the Closing, Purchaser and its representatives shall not perform any Affiliate on-site procedures (including any on-site study or any sampling of soil, sediment, surface water, ground water or building material) at, on, under or within any facility or property of Seller or any of its Affiliates, including the Business Owned Real Property and the Business Leased Real Property. (b) The foregoing provisions of this Section 5.1 shall be required not require the Seller to provide afford any access to any of its books, records, properties or employees, or to disclose or otherwise make available any information wherethat, upon in the advice reasonable judgment of counselthe Seller, would (i) disrupt the operations of Seller or any of its Affiliates in any significant manner, (ii) result in the disclosure of any Trade Secrets, (iii) contravene any applicable Law, (iv) result in the disclosure of any information regarding the valuation of the Business, Seller or any of its Subsidiaries, (v) be in connection with any litigation or similar dispute between the parties or (vi) reasonably be expected to result in the loss or waiver of the protection of any attorney-client privilege, attorney work product or other legal privilege (in which case, Seller shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would jeopardize attorney-client privilege not reasonably be expected to result in a loss or contravene any Lawswaiver of privilege). (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall Subject to any limitations on disclosures to which the Parent and the Acquiror agreed in the Confidentiality Agreement, the Parent shall, prior to the Closing Date, cause each member of each Company Group (or, in the case of any Company Group member that is a Non-Controlled Entity, use commercially reasonable efforts to cause such Non-Controlled Entity) (i) to afford to Buyer the Acquiror and its Representatives reasonable access, at reasonable times upon reasonable notice during normal business hours, during the period prior to the Closingnotice, to the officers, employees, agents, properties, booksoffices and other facilities of the Company Group member and to its Books and Records and (ii) to furnish promptly to the Acquiror and its Representatives such information concerning the properties, Contractscontracts, records and personnel of Seller (including financial, operating and its Subsidiaries other data and information) related to the Business and Businesses as may be reasonably requested, from time to time, by or on behalf of the Purchased AssetsAcquiror; provided, including for the purposes of reviewing that Acquiror's Representatives (i) comply with the Closing Statement delivered to Buyer pursuant to Section 2.9(b) provisions of this Agreement and the Confidentiality Agreement, (ii) interim financial statements comply with all applicable safety and other rules of the Business to verify that there has conduct of such offices and facilities and (iii) do HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 40 not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of such offices or facilities or the Businesspersonnel involved. In this regard, and the Acquiror acknowledges that none of Buyer the Non-Controlled Entities is under the direct or any of its Affiliates or Representatives shall communicate with any indirect control of the employees Parent. (b) Subject to any limitations on disclosures to which the Parent and the Acquiror agreed in the Confidentiality Agreement, the Parent shall, at any time following the issuance of a press release or similar disclosure announcing the Business without the execution of this Agreement and prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this AgreementClosing Date, neither Seller nor any Affiliate cause each member of Seller shall be required each Company Group to provide access afford to or disclose information wherethe Acquiror and its Representatives access, at reasonable times and upon reasonable prior notice, to the advice customers and suppliers of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any LawsCompany Group member. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access All information provided to the properties, books, Contracts, records Acquiror and employees related the Acquiror's Representatives pursuant to the Business and/or related Parent's Disclosure Letter and otherwise pursuant to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. subsection (da) Notwithstanding the provisions of this Section 5.6, while shall be deemed to be "Evaluation Material" as that term is defined in the existence of an adversarial proceeding between Confidentiality Agreement but subject to the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryexclusions and exceptions described therein.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice Seller shall, and shall cause its Subsidiaries and Representatives to (i) afford to Buyer Purchaser and its Representatives - 51 - reasonable access, upon reasonable notice during normal business hours, during to Leased Real Property and the period prior books and records described in Section 2.01(a)(xiii) at the sole risk of the Purchaser and shall make the officers and employees of the Seller Group available to the Closing, to the properties, books, Contracts, records and personnel of Seller Purchaser and its Subsidiaries related Representatives as Purchaser and its Representatives shall from time to the Business and the Purchased Assetstime reasonably request, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements furnish to Purchaser and its Representatives such information regarding the Distribution Business, Purchased Entities, Purchased Assets and Assumed Liabilities as Purchaser may from time to time reasonably request, in each case, for the purpose of consummating the Business Transactions; it being understood and agreed by the Parties that information received pursuant to verify this Section 5.02 may be shared by the Purchaser, their Affiliates and their respective Representatives with any Debt Financing Source and/or actual or prospective Debt Financing Sources in connection with any Debt Financing provided that there has not been a Material Adverse Effectsuch actual or prospective Debt Financing Sources are bound to the confidentiality obligations set forth in the Confidentiality Agreement as “Representatives” of Purchaser thereunder; provided, however, that (A) in no event shall Seller nor be obligated to provide any Affiliate bids, the identity of Seller shall be required any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it those contemplated by this Agreement or any information or analysis relating to any such communications, (B) prior to Closing, Purchaser shall not undertake, or permit or cause any Person to undertake, the taking of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). soil, groundwater, surface water, sediment, soil gas, indoor or outdoor air or building material samples or other invasive testing on any Leased Real Property, (bC) Buyer agrees that any such investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees businesses or operations of the Business Seller Group and (D) in no event shall Seller be required to create any new materials or information or furnish any information in any format other than as used in Seller’s Ordinary Course of Business. Prior to the Closing, without obtaining the prior written consent of Seller, which consent shall Seller (not to be unreasonably withheldwithheld or conditioned), conditioned Purchaser shall not, and shall cause its Representatives not to, contact or delayedengage in any discussions or otherwise communicate with, any customers or suppliers of the Distribution Business known to the Purchaser as such, regarding any of the transactions contemplated herein. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall not be required to provide access disclose any information to or disclose information wherePurchaser if such disclosure would, upon the advice of counsel, such access or disclosure would in Seller’s reasonable discretion: (y) jeopardize any attorney-client privilege or other privilege, or (z) contravene any Lawsapplicable Law. (b) From and after the Closing Date, (i) upon reasonable prior notice that specifically identifies applicable Excluded Assets, Purchaser shall, and shall cause its Subsidiaries and its Representatives to afford the Seller Group reasonable access, during normal business hours and in accordance with reasonable procedures established by Purchaser, to the Leased Real Property to remove any Excluded Assets from the premises at the sole risk of Seller; provided, that such access shall not unreasonably interfere with the businesses or operations of the Purchaser or its Subsidiaries and (ii) upon reasonable prior notice that specifically identifies applicable Purchased Assets, Seller shall, and shall cause its controlled Affiliates and its and their employees to afford Purchaser and its Subsidiaries reasonable access, during normal business hours and in accordance with reasonable procedures established by Seller, to real property owned or leased by Seller or any of its controlled Affiliates at the sole risk of Purchaser (and provided that Purchaser shall indemnify Seller for any damage caused directly by such access by Purchaser or its Subsidiaries) to remove such specified Purchased Assets from the premises; provided, however, that such access shall not unreasonably interfere with any of the businesses or operations of Seller or its controlled Affiliates. (c) At In addition to the provisions of Section 5.03, from and after the ClosingClosing Date, in connection with any reasonable business purpose (including the preparation of Tax Returns, claims relating to Excluded Liabilities or Assumed Liabilities (as applicable), the preparation of financial statements, United States Securities and Exchange Commission reporting obligations, or the determination of any matter relating to the rights or obligations of the Seller Group or Purchaser and its Affiliates, as applicable, under any of the Transaction Agreements), upon reasonable prior notice, and except as reasonably determined by Purchaser or Seller, as applicable, in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve the attorney-client privilege, or (iii) comply with any contractual confidentiality obligations, each Party shall, and shall cause its Affiliates Subsidiaries and its Representatives to, (A) afford the other Party, Party and - 52 - its Affiliates Subsidiaries and their respective RepresentativesRepresentatives reasonable access, during normal business hours, upon reasonable noticeto its and its Subsidiaries’ offices, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, books and records in respect of the Distribution Business and employees the Purchased Assets (and related to the Business and/or related to the Seller or its prior business operations Liabilities) solely to the extent that such access may be reasonably requested by related to any period prior to Closing and (B) make available to the otherother Party and its Subsidiaries and Representatives those of its and its Subsidiaries’ employees whose assistance, including expertise, testimony, notes and recollections or presence are necessary to assist the other Party, its Subsidiaries or their respective Representatives in connection with financial statementsits inquiries for any of the purposes referred to above, taxesincluding the presence of such Persons as witnesses in hearings or trials for such purposes; provided, reporting obligations however, that such investigation shall not unreasonably interfere with the business or operations of Purchaser or any of its Affiliates (with respect to access afforded by Purchaser and compliance its Subsidiaries) or Seller or any of its Affiliates (with applicable Lawsrespect to access afforded by Seller and its Subsidiaries) and the Party receiving such access shall reimburse the Party affording such access for any costs and expenses reasonably incurred in connection with such access or availability of personnel and indemnify the Party affording such access for any damage caused directly by such access. (d) Notwithstanding anything in this Agreement to the provisions contrary, Seller shall not be required, prior to the Closing (or, after the Closing, other than as specifically provided herein or to the extent related to the Purchased Assets, Assumed Liabilities or the Distribution Business or in any Ancillary Agreement), to disclose, or cause or seek to cause the disclosure of, to Purchaser or its Affiliates or its or their Representatives any confidential information of this Section 5.6the Seller Group relating to trade secrets, while proprietary know-how, processes or patent, trademark, trade name, service mark or copyright applications or product development, or pricing and marketing plans, nor shall Seller be required to permit or cause others to permit Purchaser or its Affiliates or Representatives to have access to or to copy or remove from the existence offices or properties of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6Seller Group any documents, as to such records drawings or other information directly pertinent to materials that might reveal any such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryconfidential information.

Access to Information. (a) During the Pre-Closing Period, upon reasonable prior notice, Seller shall, and shall cause each of the other Seller Parties to, (i) afford to the Representatives of Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the their respective properties, booksbooks and records that relate to any of the Assumed Credit Agreements, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim furnish to the Representatives of Buyer such additional financial statements and operating data and other information regarding any of the Business Assumed Credit Agreements as Buyer or its Representatives may from time to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate time reasonably request for purposes of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a)consummating the Transactions. (b) Buyer agrees that any investigation undertaken pursuant Notwithstanding anything in this Agreement to the contrary, (i) (A) in no event shall the Seller Parties or their respective Affiliates be obligated to provide any (1) access granted under Section 5.6(aor information in violation of any applicable Law (including 12 C.F.R. § 261.20 or 12 C.F.R. § 309.6), (2) shall be conducted in such a manner as not information the disclosure of which would jeopardize any applicable privilege (including the attorney-client privilege) available to unreasonably interfere with the operation any of the Business, and none of Buyer Seller Parties or any of its their respective Affiliates relating to such information, or Representatives (3) information the disclosure of which would cause any Seller Party or any of their respective Affiliates to breach a confidentiality obligation to which it is bound and (B) the investigation contemplated by Section 6.02(a) shall communicate not unreasonably interfere with any of the employees businesses, personnel or operations of any of the Business Seller Parties or any of their respective Affiliates; (ii) the auditors and accountants of any of the Seller Parties or any of their respective Affiliates shall not be 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; (iii) Buyer shall not conduct, without the prior written consent of Seller, which Seller may withhold for any reason, any intrusive environmental investigation at any property associated or affiliated in any way with Seller, the other Seller Parties or any of their respective Affiliates, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, or soil; and (iv) before the Closing, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything , neither Buyer nor any of its Representatives shall contact any of the following Persons or their respective Representatives: (A) any employees of any Seller Party or any of their respective Affiliates, (A) any Obligors under any Credit Agreements or any Persons that Control or are Affiliated with such Obligors or that previously Controlled or were Affiliated with such Obligors, or (B) any issuers or beneficiaries of letters of credit with respect to the contrary such Credit Agreements, in each case in connection with or with respect to this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to other Transaction Agreement or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any LawsTransaction. (c) At and after the ClosingIf so requested by Seller, each Party shallBuyer shall (and, and if applicable, shall cause its Affiliates and Representatives to, afford ) enter into a customary joint defense agreement or common interest agreement with one or more of the other Party, its Affiliates and Seller Parties or any of their respective RepresentativesAffiliates with respect to any information provided to Buyer, during normal business hoursor to which Buyer gains access, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access pursuant to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate 6.02 or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryotherwise.

Access to Information. (a) Seller shall From the date hereof until the Closing, the Company shall: (a) afford to Buyer Parent and its Representatives reasonable accessaccess to and the right to inspect the Real Property, upon reasonable notice during normal business hoursproperties, during the period prior assets, premises, books and records, Contracts and other documents and data related to the Closing, to the properties, books, Contracts, records and personnel of Seller Company and its Subsidiaries at Parent’s request; (b) furnish Parent and its Representatives with copies of such financial, operating and other data and information related to the Business Company and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it its Subsidiaries as Parent or any of its Affiliates Representatives may be subject reasonably request; and (c) instruct the Representatives of the Company and its Subsidiaries to cooperate with Parent in discharging their obligations pursuant to this Section 5.6(a). its investigation of the Company and its Subsidiaries, provided, that: (bA) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) such access, copies and inspections shall be conducted at Parent’s expense, upon reasonable prior notice, at a reasonable time, under the supervision of Company personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to unreasonably interfere with the normal operation of the Businessbusiness of the Company and its Subsidiaries by the Company and its Subsidiaries; (B) Parent shall not undertake, or permit or cause any Person to undertake, any soil or groundwater sampling or other invasive environmental testing on any Real Property; and none (C) the auditors and accountants of Buyer the Company shall not be obligated to make any work papers available to any Person except in accordance with the applicable auditors’ or accountants’ normal disclosure procedures, including the execution and delivery of an agreement relating to such access to work papers in form and substance satisfactory to such auditors or accountants. Notwithstanding the foregoing, Parent and its Affiliates, directly or indirectly through their respective Representatives, shall not contact any customers, suppliers, employees or other stakeholders or business partners of the Company regarding this Agreement or the transactions contemplated hereby without the express written consent of the Company. Nothing contained in this Agreement shall require the disclosure to or on behalf of Parent of any bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to those contemplated by this Agreement prior to the date of this Agreement, nor shall anything contained in this Agreement be construed as requiring the disclosure of any information to or on behalf of Parent to the extent such disclosure would, as reasonably determined by the Company, (w) cause significant competitive harm to the Company or any of its their respective Affiliates or Representatives shall communicate with in the event the transactions contemplated by this Agreement are not consummated, (x) jeopardize any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or other legal privilege, (y) contravene any Lawsapplicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or any of their respective Affiliates may be a party) or (z) contravene any obligation of secrecy or confidentiality to any Governmental Authority. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated January 5, 2021 between ▇▇▇▇▇ Worldwide, Inc. and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein. (c) At From and after the Closing, each Party shall, and Parent shall cause its Affiliates to, afford the other Party, its Affiliates give Sellers and their respective Representativesadvisors reasonable access (including examining and copying), during normal business hours, upon reasonable notice, consistent with applicable Law notice and in accordance such a manner so as to not unreasonably interfere with the procedures established by normal operations of the recipient of such requestbusiness, reasonable access to the properties, books, Contracts, personnel and books and records and employees related of the Company with respect to periods or occurrences on or prior to the Business and/or related to the Seller Closing Date that are necessary or its prior business operations to the extent that such access may be reasonably requested by the other, including desirable in connection with the preparation of financial statements, taxesregulatory filings or Tax Returns of Sellers or their respective Affiliates, reporting or the determination of any matter relating to the rights or obligations and compliance with applicable Laws. of Sellers under this agreement or the Ancillary Documents; provided, that nothing herein shall require Parent, the Company or any Subsidiary to disclose any information if such disclosure would (dx) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records jeopardize any attorney-client or other information directly pertinent legal privilege, (y) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to such disputewhich Parent, the parties Company, any Subsidiary, or any of their respective Affiliates may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules be a party) or (z) contravene any obligation of discoverysecrecy or confidentiality to any Governmental Authority.

Access to Information. (a) Seller shall afford to Until the Closing, each of the Sellers and each of the Shareholders will furnish the Buyer and its Representatives employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives with all financial, operating and other data and information concerning the Business, commitments and properties of the Sellers as the Buyer shall from time to time reasonably request and will afford the Buyer and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives reasonable access, upon reasonable notice during normal business hours, during the period prior access to the ClosingSellers' offices, to the properties, books, Contractsrecords, records contracts and personnel documents and will be given the opportunity to ask questions of, and receive answers from, representatives of Seller and its Subsidiaries related the Sellers with respect to the Business and Transferred Assets. As part of its investigation, the Purchased Buyer shall have the right (subject to any required consent from an owner of the Real Property) to conduct environmental assessments of the Transferred Assets, including for soil and groundwater sampling, as it deems appropriate. No investigations by the purposes Buyer or its employees, representatives or agents shall reduce or otherwise affect the obligation or liability of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements any of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it Sellers or any of the Shareholders with respect to any representations, warranties, covenants or agreements made herein or in any exhibit, schedule or other certificate, instrument, agreement or document, including the Disclosure Schedule, executed and delivered in connection with this Agreement. Each of the Sellers and each of the Shareholders will cooperate with the Buyer and its Affiliates employees, officers, accountants, attorneys, agents and other authorized representatives in the preparation of any documents or other materials that may be subject in discharging their obligations pursuant to this Section 5.6(a)required by any Governmental Entity. (b) Buyer Each party hereto agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted hold in such a manner as confidence all, and not to unreasonably interfere disclose to others for any reason whatsoever, any non-public information received by it or its representatives from the other parties hereto in connection with the transactions contemplated by this Agreement except (i) as required by law; (ii) for disclosure to officers, directors, employees and representatives of such party as necessary in connection with the transactions contemplated hereby or as necessary to the operation of such party's business; and (iii) for information that becomes publicly available other than through such party. If the Businesstransactions contemplated by this Agreement are not consummated, each party hereto will return to the other parties hereto all non-public documents and other material obtained from such other parties hereto, and none of Buyer all copies, summaries and extracts thereof, or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything certify to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent party hereto that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsinformation has been destroyed. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. From (and including) the Effective Date until the Closing (or, if earlier, the termination of this Agreement in accordance with ARTICLE IX), Seller shall, for the purpose of Buyer completing its due diligence review: (a) Seller shall afford to Buyer and its Representatives reasonable access, upon reasonable notice access to and the right to inspect all of the Assets of Seller during normal business hourshours so as not to unreasonably interfere with the normal operations of Seller, during including the period prior Assets, Real Property, premises, books and records, Contracts and other documents and data related to the Closing, Business; (b) afford Buyer and its Representatives reasonable access to all of the properties, books, Contracts, records customers and personnel suppliers of Seller so long as Seller’s Representatives are given the opportunity to be present during discussions with such customers and suppliers; (c) furnish Buyer and its Subsidiaries Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives reasonably request; and (d) instruct the Representatives of Seller to cooperate with Buyer in its investigation of Seller, the Business, the Purchased Assets and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse EffectAssumed Liabilities; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any such investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s Representatives and in such a manner as not to unreasonably interfere with the operation normal operations of Seller. Without limiting the generality of the Businessforegoing, Buyer acknowledges that Seller has permitted Buyer and none of Buyer or any of its Affiliates or Representatives shall communicate with any to conduct a Phase I environmental assessment of the employees Real Property prior to the Effective Date. Buyer acknowledges and agrees that a Phase II environmental assessment is not required prior to the Closing. All requests by Buyer for access pursuant to this Section 6.2 shall be made to Representatives of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned Seller or delayedsuch other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall not be required to provide access disclose any information to or disclose information whereBuyer if such disclosure would, upon in the advice reasonable opinion of counsel, such access or disclosure would jeopardize legal counsel to Seller: (i) destroy any attorney-client privilege privilege; or (ii) contravene any Laws. (c) At and after applicable Law or binding agreement entered into prior to the Closing, each Party Effective Date. Buyer shall, and shall cause instruct its Affiliates Representatives to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established abide by the recipient terms of such request, reasonable the Confidentiality Agreement with respect to any access or information provided pursuant to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery6.2.

Access to Information. (a) Seller Prior to the Closing, each of the DISH Parties and their Affiliates shall afford be entitled, through their directors, officers, employees, consultants, agents, accountants, attorneys and other representatives (including their legal and financial advisors) (together, such Party’s “Representatives”), to Buyer make such investigation of the properties, businesses and its operations to the extent related to the BSS Business and such examination of the books and records to the extent related to the BSS Business, and to receive such information, including financial information, as it reasonably requests and to make extracts and copies of such books and records, including access to customary supporting information, data and documentation utilized in or necessary for the preparation of the DISH Reports. Any such investigation and examination shall be conducted under reasonable circumstances and shall be subject to any restrictions under Applicable Law. The EchoStar Parties shall cause the Representatives of the BSS Business, respectively, to promptly cooperate with the DISH Parties and their Representatives in connection with such investigation and examination, and the DISH Parties and their Representatives shall promptly cooperate with the respective Representatives of the BSS Business and shall use their reasonable accessefforts to minimize any disruption to the business. (b) Following the Closing, the DISH Parties will give the EchoStar Parties reasonable access during the DISH Parties’ regular business hours upon reasonable advance notice during normal business hours, during and subject to restrictions under Applicable Law to books and records transferred to the period DISH Parties to the extent necessary for the preparation of financial statements or regulatory filings of the EchoStar Parties or their Affiliates in respect of periods ending on or prior to the Closing, or in connection with any Legal Proceedings. The EchoStar Parties shall be entitled, at their sole cost and expense, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements make copies of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality books and records to which it or any of its Affiliates may be subject in discharging their obligations they are entitled to access pursuant to this Section 5.6(a‎Section 6.1(b). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At Following the Closing, the EchoStar Parties will give, or cause to be given, the DISH Parties and their Affiliates reasonable access during the EchoStar Parties’ regular business hours upon reasonable advance notice and subject to restrictions under Applicable Law to their respective books and records to the extent relating to the BSS Business to the extent necessary for the preparation of financial statements or regulatory filings of DISH and Newco in respect of periods ending on or prior to the Closing, in connection with any Legal Proceedings, or to the extent reasonably necessary or advisable to operate the BSS Business after the Closing, each Party shalland such information will not be unreasonably withheld or delayed by EchoStar or any of its Subsidiaries. DISH, and shall cause its Affiliates to, afford the other Party, its Affiliates DISH Parties and their respective RepresentativesAffiliates shall be entitled, during normal business hoursat their sole cost and expense, upon reasonable notice, consistent with applicable Law to make copies of the books and in accordance with the procedures established by the recipient of such request, reasonable records to which they are entitled to access pursuant to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsthis ‎Section 6.1(c). (d) Notwithstanding No investigation pursuant to this ‎Section 6.1 or otherwise shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the provisions of EchoStar Parties or the DISH Parties or to modify any condition set forth in this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryAgreement.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable accessFrom the date hereof until the Closing Date, each of the Sellers will upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) give, and will cause the Closing Statement delivered Company and each Included Subsidiary to Buyer pursuant give, Buyer, its counsel, financial advisors, auditors and other authorized representatives full access to Section 2.9(b) the offices, properties, books and records of this Agreement the Company and the Included Subsidiaries and to the books and records of Sellers or Seller Guarantor relating to the Company and the Included Subsidiaries, (ii) interim furnish, and will cause the Company and each Included Subsidiary to furnish, to Buyer, its counsel, financial statements advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or the Included Subsidiaries as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Sellers, the Seller Guarantor, the Company or the Included Subsidiaries to cooperate with Buyer in its investigation of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it Company or any of its Affiliates may be subject in discharging their obligations the Included Subsidiaries. Any investigation pursuant to this Section 5.6(a)shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Sellers, Seller Guarantor or the Company. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company and the Included Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Sellers' good faith opinion is sensitive or the disclosure of which could subject the Company or any Included Subsidiary to risk of liability. (b) On and after the Closing Date, each of the Sellers will afford promptly to Buyer agrees and its agents reasonable access to its books of account, financial and other records (including, without limitation, accountant's work papers), information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company or any Included Subsidiary; provided that any investigation undertaken pursuant to the such access granted under Section 5.6(a) by Buyer shall be conducted in such a manner as not to unreasonably interfere with the operation conduct of the Business, and none business of such Seller. Buyer or any of its Affiliates or Representatives shall communicate with any bear all of the employees of the Business out-of-pocket costs and expenses (including, without the prior written consent of Sellerlimitation, which consent shall not be unreasonably withheldattorneys' fees, conditioned or delayed. Notwithstanding anything to the contrary in this Agreementbut excluding reimbursement for general overhead, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (csalaries and employee benefits) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including incurred in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsthe foregoing. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

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 Seller shall use, and shall cause its Affiliates (including the Company) to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford to the Representatives of the Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, to the offices, properties, books and records of the Company and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Company or its assets or properties 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 Seller, the Company or any of their Affiliates; and provided, further, that the auditors and accountants of the Seller, the Company 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 Seller, the Buyer shall enter into a customary joint defense agreement with the Seller, the Company 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 Seller, any environmental investigation at any Real Property, 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 Seller, 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 the Seller, the Company or their Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if 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 the Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, preparing financial statements, U.S. Securities and Exchange Commission reporting obligations and the determination of any matter relating to the rights or obligations of the Seller or any of its Affiliates under this Agreement, the Business prior to the Closing or the Companion Agreements, upon reasonable prior notice and at the Seller’s sole cost and expense, 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 Buyer shall and shall cause its Affiliates and Representatives to: (i) afford the Representatives of the Seller and its Affiliates reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to the period offices, properties, books and records of the Company and its Affiliates and Representatives in respect of the assets and properties of the Company; (ii) furnish to the Representatives of the Seller and its Affiliates such additional financial and other information regarding the Company and its assets and properties as is in the Buyer’s possession and control as the Seller or its Representatives may from time to time reasonably request; and (iii) make available to the Representatives of the Seller and its Affiliates the employees of the Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Seller in connection with the Seller’s inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates (including, from and after the Closing, the Company); and provided, further, that the auditors and accountants of the Buyer or its Affiliates (including, from and after the Closing, the Company) shall not be 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 Buyer, the Seller shall enter into a customary joint defense agreement with the Buyer and its Affiliates with respect to any information to be provided to the Seller pursuant to this Section 5.02(b). No information, books, records or other documents accessed by the Seller or its Affiliates or Representatives pursuant to this Section 5.02(b) shall be used for any purposes other than as expressly permitted by this Section 5.02(b). (c) Notwithstanding anything in this Agreement to the contrary, the Seller shall not be required, prior to the Closing, to disclose, or cause the disclosure of, to the Buyer or its Affiliates or Representatives (or provide access to any offices, properties, books, Contracts, books or records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject that could result in discharging their obligations pursuant the disclosure to this Section 5.6(a). (bsuch persons or others of) Buyer agrees that any investigation undertaken pursuant confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or relating to any product development or pricing and marketing plans to the extent counsel to the Seller, after consultation with counsel to the Buyer, advises that doing so would likely be a violation of applicable antitrust Laws, nor shall the Seller be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with or to copy or remove from the operation offices or properties of the Business, and none of Buyer Seller or any of its Affiliates any documents, drawings or Representatives shall communicate with other materials that might reveal any such confidential information. (d) During the period from the date of this Agreement through the earlier of the employees Closing Date or the termination of this Agreement pursuant to Article VIII, the Company shall, and the Seller shall periodically cause the Company to, deliver to the Buyer, in a form consistent with past practice between the Seller and the Buyer during the negotiation of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, neither the following financial information related to the Company which will be derived from components of the consolidated financial statements of the Seller nor any Affiliate and its Affiliates for the same periods (which reflect the consolidation of the subsidiaries of the Seller, including the Company), which were prepared in accordance with GAAP: (i) at the end of each month after the date hereof, unaudited monthly financial statements for each such month, consisting of data with respect to volume (on a brand basis), revenue, and cost of goods sold at standard and gross margin (the “Interim Monthly Data”); (ii) at the end of each fiscal quarter after the date hereof, all of the data described in Section 5.02(d)(i) above together with the unaudited balance sheet of the Company as of the end of such fiscal quarter and the unaudited statement of income of the Company for such fiscal quarter (the “Interim Quarterly Data”); and (iii) at the end of each fiscal year after the date hereof, (A) the unaudited balance sheet of the Company as of the end of such year and the unaudited statement of income for the Company for such year (the “Interim Annual Data” and, together with the Interim Monthly Data and the Interim Quarterly Data, the “Interim Data”), and (B) the Interim Additional Financial Information. The Seller shall be required cause the Company to provide access deliver to or disclose information wherethe Buyer the data contemplated by this Section 5.02(d) promptly upon completion, upon but in any event no later than, (x) fifteen (15) Business Days after the advice end of counselthe applicable month with respect to deliveries made pursuant to Section 5.02(d)(i), such access or disclosure would jeopardize attorney-client privilege or contravene any Laws(y) one hundred twenty (120) days after the end of the applicable fiscal quarter with respect to deliveries made pursuant to Section 5.02(d)(ii) and (z) one hundred twenty (120) days after the end of the applicable fiscal year with respect to deliveries made to pursuant to Section 5.02(d)(iii). (ce) At and after the Closing, each Party shallThe Seller will, and shall will cause its Affiliates to, afford cooperate with the other PartyBuyer’s completion of its due diligence by providing to the Buyer certain identified information described in Section 5.02(e) of the Disclosure Schedule. With respect to the continuing diligence of the Buyer under this Agreement that takes place between the signing of this Agreement and the Closing, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, the parties agree to deal with one another in good faith consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawshistorical practices for addressing economic disputes. (df) Notwithstanding If the provisions of this Section 5.6, while the existence of an adversarial proceeding Company enters into any Pre-Closing Material Contracts between the parties will not abrogate or suspend date hereof and the provisions of this Section 5.6, as to such records or other information directly pertinent to such disputeClosing Date, the parties may not utilize this Section 5.6 but ratherSeller will cause the Company to provide the Buyer as promptly as reasonably practicable prior to the Closing with true, absent agreement, must utilize the rules correct and complete copies of discoveryall such contracts or agreements.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable accessFrom the date of this Agreement until the earlier of the termination of this Agreement or the Closing Date, upon reasonable notice during normal business hoursprior written request, during the period prior Company shall, and shall cause its Subsidiaries to, afford each of Purchaser and its authorized representatives reasonable access to the Closingoffices, to properties (including the propertiesReal Property), books, Contracts, and books and records and personnel of Seller the Company and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse EffectSubsidiaries; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (bi) Buyer agrees that any investigation undertaken pursuant to the such access granted under Section 5.6(a) 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 the operation normal operations of the Business, and none of Buyer Company or any of its Affiliates Subsidiaries; (ii) the auditors and accountants of the Company or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent its Subsidiaries shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything obligated to make any work papers (to the contrary extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants and the Company; and (iii) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 7.1(a) shall be subject to applicable rules relating to discovery. (b) For a period of five (5) years commencing on the Closing Date, in connection with any reasonable business purpose, including the determination of any matter relating to the rights or obligations of the Company under this Agreement, neither Seller nor upon reasonable prior request and except as determined by the Purchaser in good faith to be appropriate to ensure compliance with any Affiliate of Seller shall applicable Law and, except as determined by Purchaser in good faith to reasonably be required expected to provide access to or disclose information where, upon violate the advice of counsel, such access or disclosure would jeopardize attorney-client privilege privilege, other legal privilege, or contravene any Laws. (c) At and after the Closingcontractual confidentiality obligations, each Party Purchaser shall, and shall cause the Company and its Affiliates representatives to, (i) afford the other Party, its Affiliates and their respective RepresentativesRepresentative reasonable access, during normal business hours, upon reasonable noticeto the offices, consistent books and records of the Company and its Subsidiaries and (ii) make available to the Representative and any representatives of the Representative the employees of the Company and its Subsidiaries whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Representative in connection with applicable Law the Representative’s inquiries for any of the purposes referred to above, including the presence of such Persons as witnesses in hearings or trials for such purposes; provided, however, that (A) such requests shall not unreasonably interfere with the normal operations of the Company or any of its Affiliates; (B) that the auditors and accountants of the Company or its Affiliates shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants and (C) that if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 7.1(b) shall be subject to applicable rules relating to discovery. (c) Without limiting the procedures established generality of Section 7.1(a), between the date of this Agreement and the Closing: (i) Purchaser, at its cost and expense, may have one or more independent consultants perform environmental inspections, reviews and audits of the Real Property and the machinery and equipment located at the buildings, improvements and fixtures at the Real Property (“Environmental Inspections”), including tests of air, soil (including surface and subsurface materials), surface water and ground water, or any equipment located at the Real Property; (ii) Purchaser, at its cost and expense, may have one or more land surveyors perform surveys of any parcel of Real Property, complying with the 2016 minimum detail requirements for ALTA/NSPS land title surveys as adopted by the recipient American Land Title Association and the National Society of such request, reasonable access to Professional Surveyors (“Surveys”); (iii) the properties, books, Contracts, records Company and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including Subsidiaries shall cooperate with Purchaser in connection with financial statementsany Environmental Inspection or Survey, taxes, reporting obligations including making Company and compliance with applicable Laws.Subsidiary employees available to Purchaser and its consultants for reasonable times upon reasonable prior notice; and (div) Notwithstanding Purchaser, at its cost and expense, may perform customary background checks on the provisions of this Section 5.6, while individuals set forth on Schedule 7.1(c)(iv) and the existence of an adversarial proceeding between Company shall cooperate with Purchaser in receiving signed authorization from such individuals in order to perform such customary background checks (the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery“Background Checks”).

Access to Information. (a) Seller shall afford to Buyer During the period commencing on the date hereof and its Representatives reasonable accessending on the Closing Date, upon reasonable notice notice, the Sellers shall, and shall cause the Companies to afford to Purchaser, its counsel, accountants and other authorized representatives reasonable access during normal business hours, during the period prior to the Closing, hours to the properties, booksmanagement, Contractsbooks and records of Sellers and the Companies in order that Purchaser may have the opportunity to make such reasonable investigations as it shall desire to make in connection with the transactions contemplated hereby. Notwithstanding the foregoing, records Sellers and personnel of Seller the Companies shall not have a duty to provide to Purchaser's officers, employees, counsel, accountants and its Subsidiaries related other representatives any such access or provide any such information if and to the Business and the Purchased Assets, including for the purposes of reviewing extent (i) a Governmental Authority requires the Closing Statement delivered Companies or any of their Subsidiaries to Buyer pursuant restrict access to Section 2.9(b) of this Agreement and any properties or information, (ii) interim financial statements any applicable Law requires the Companies or their Subsidiaries to restrict access to any properties or information, (iii) counsel to the Companies determine in their reasonable judgment that doing so would result in the disclosure of any trade secrets of third parties or violate any binding obligations to third parties with respect to confidentiality or (iv) counsel to the Companies determines in its reasonable judgment that doing so would compromise or constitute a waiver of any attorney-client or other applicable privilege of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it Companies or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a)Subsidiaries. (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation After of the Businessdate hereof, and none of Buyer or any of its Affiliates or Representatives shall communicate with any except as set forth in Section 5.5(b) of the employees of the Business Disclosure Schedule, without the prior written consent of Seller, the Sellers (which consent need not be in writing and shall not be unreasonably withheld), conditioned Purchaser shall not contact any licensees, employees (except pursuant to Section 5.5(a)) or delayed. Notwithstanding anything customers of the Sellers or the Companies in connection with or pertaining to the contrary in any subject matter of this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and Without limiting any other obligations provided for herein, in order to facilitate the resolution of any Claims made by or against or incurred by the Sellers relating to the Companies or against or incurred by the Companies for which the Sellers have agreed to indemnify Purchaser, after the Closing, each Party shallupon reasonable notice, and Purchaser shall cause its Affiliates to, use all reasonable efforts to (i) afford the other Partyofficers, its Affiliates employees, authorized agents and their respective Representativesrepresentatives of the Sellers reasonable access, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the offices, properties, booksbooks and records of the Companies, Contracts, records and employees related (ii) furnish to the Business and/or related officers, employees, authorized agents and representatives of the Sellers such additional financial and other information regarding the Companies and their business and operations as the Sellers may from time to time reasonably request and (iii) make available to the Seller Sellers the employees of the Companies whose assistance, testimony or its prior business operations to the extent that such access may be presence is reasonably requested by the otherSellers to assist the Sellers in evaluating or defending such Claims, including the presence of such persons as witnesses in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawshearings or trials for such purposes. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. Until the Closing Date, Sellers shall (a) Seller shall afford to Buyer the officers, employees, attorneys, financial advisors, financing sources, Affiliates and its Representatives reasonable accessother representatives of Purchaser (collectively, upon reasonable notice the “Purchaser Advisors”), access during normal business hours, during the period prior hours and upon advance notice to the ClosingPurchased Assets and Sellers’ (and the Purchased Entities’) properties, Books and Records (including access to existing environmental reports) and Contracts; (b) make available to Purchaser Advisors copies of all such Contracts, Books and Records and other existing documents and data as Purchaser Advisors may request, including any financial data filed with the Bankruptcy Court or otherwise provided to any lender under any Indebtedness of Sellers and, to the propertiesextent permitted by applicable Privacy and Data Security Laws, booksany Personal Data maintained by Sellers or the Business, Contractsincluding but not limited to Personal Data of current, records former or prospective customers, Employees or vendors, used in or relating to the operations of the Business or the Purchased Assets in a manner that is compliant with all applicable Laws; and (c) make available to Purchaser Advisors during normal business hours and upon advance notice the appropriate management personnel of Seller Sellers and its Subsidiaries related the Purchased Entities (and Sellers shall use commercially reasonable efforts to cause their respective attorneys, accountants and other professionals to be made available to Purchaser Advisors) for discussion of the Business and Business, the Purchased Assets, including for the purposes Assumed Liabilities and personnel as Purchaser may request, in each case so long as such access does not unreasonably interfere with the operations of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse EffectSellers; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject nothing in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that 7.2 shall require Sellers to furnish to Purchaser Advisors any investigation undertaken pursuant confidential materials subject to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that disclosure thereof would result in the loss of such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsprivilege. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) During the period from and after the date hereof through the Closing Date, the Seller shall (i) afford to Buyer the Purchaser and its Representatives reasonable accessattorneys, accountants and other advisors and representatives, upon reasonable prior notice (in accordance with Section 5.02(c)) and during normal business hours at such times as may be reasonably convenient to the Seller, reasonable access to the books and records of the Seller arising out of or relating to the Transferred Business and the personnel, assets and properties of and relating to the Transferred Business, including access to the Assets and Facilities (it being agreed that the Purchaser shall not be entitled to conduct Phase II or any other invasive environmental assessments thereof), and (ii) shall make reasonably available the officers and employees of the Transferred Business, upon reasonable prior notice and during normal business hours, during to discuss the period prior to ongoing operation of the ClosingTransferred Business, to implementation of the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of transactions contemplated by this Agreement and (ii) interim financial statements of other matters relating to this Agreement or the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of transactions contemplated hereby. The Seller shall be required entitled, if it so elects, to take participate in any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation such discussions with any officer or employee of confidentiality to which it the Seller. All confidential or any of its Affiliates may be subject in discharging their obligations proprietary information received by, or made available to, the Purchaser pursuant to this Section 5.6(a). 5.02(a) will be held in confidence by it in accordance with the provisions of the Confidentiality Agreement. Notwithstanding the foregoing, (bA) Buyer agrees that nothing herein shall require the Seller to disclose any investigation undertaken pursuant information if such disclosure would jeopardize any attorney-client or other legal privilege available to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer Seller or any of its Affiliates or Representatives contravene any applicable Law and (B) to the extent that any information is withheld pursuant to subclause (A) above because disclosure thereof would jeopardize any attorney-client privilege or other legal privilege, the Seller shall communicate use commercially reasonable efforts to make alternative arrangements to provide such information in a manner that would not jeopardize any such privilege. (b) Without limiting the generality of Section 5.02(a), during the period from and after the date hereof through the Closing Date, the Seller shall reasonably cooperate with the Purchaser and its attorneys, accountants and other advisors and representatives in connection with their due diligence review of the Real Property included in the Assets, and the Seller shall (i) provide to the Purchaser all documents and information in its possession (or reasonably accessible to either the Seller or the Title Company) relating to title to the Owned Real Property or the leasehold interests in the Leased Real Property, and any exceptions to or defects in such title or leasehold interests, (ii) use commercially reasonable efforts (without incurring out-of-pocket costs, unless such costs are paid or reimbursed by the Purchaser) in cooperating with the Purchaser and the Title Company in connection with the compilation, review and examination of title to the Owned Real Property and the Leased Real Property and in connection with the Purchaser’s efforts to obtain the Title Policies and (iii) use commercially reasonable efforts (without incurring out-of-pocket costs, unless such costs are paid or reimbursed by the Purchaser) to cooperate with the Purchaser in obtaining new surveys. The costs of the Title Company and other costs incurred in connection these activities shall be borne and paid by the parties as follows: (A) the Purchaser shall pay all premiums for the Title Policies (including the cost of any endorsements to the Title Policies), all premiums for any title insurance policies issued in favor of any lender to the Purchaser (including the cost of any endorsements to any such title insurance policies) and the cost of any new surveys relating to the conveyance of the Real Property by the Seller to the Purchaser and the fees charged to record the Deeds and other recordable closing documents in the real property records of the applicable county; and (B) the Seller shall pay any fees required to record a satisfaction, discharge or release of any Encumbrance that the Seller is required to discharge hereunder. (c) In accessing the Owned Real Property or the Leased Real Property, the Purchaser shall at all times comply with all applicable Laws, and neither the Purchaser nor any of the employees Purchaser’s employees, agents, contractors or other representatives shall (i) contact or have any discussions with (A) any employees, agents or other representatives of the Business without Seller or (B) any tenants at, or contractors providing services to, the Owned Real Property or the Leased Real Property, unless in each case the Purchaser obtains the prior written consent of Sellerthe Seller (which may be by e-mail), it being agreed that all such contacts or discussions shall, pending any such approval, be directed to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (whose e-mail address will be provided by the Seller to the Purchaser upon request); (ii) interfere in any material respect with the operation of the Assets or the conduct of the Transferred Business or with any other business of the Seller or the business of any of the tenants of the Seller conducted at the Owned Real Property or the Leased Real Property, or disturb in any material respect the use or occupancy of the Seller or any of its tenants; or (iii) damage the Owned Real Property or the Leased Real Property. The Purchaser shall schedule and coordinate all access with the Seller and shall give the Seller at least two (2) Business Days’ prior written notice, which consent written notice shall not be unreasonably withheld, conditioned or delayedcontain a description of the purpose for such access. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of The Seller shall be required entitled to provide have a representative present at all times. The Purchaser agrees to pay to the Seller within ten (10) Business Days of the Seller’s written request the actual cost of repairing and restoring any damage which the Purchaser or any of the Purchaser’s employees, agents, contractors or other representatives shall cause to the Owned Real Property or the Leased Real Property or any property of the Seller or any of the Seller’s employees, agents, contractors or representatives located thereon. All assessment fees, inspection fees, appraisal fees, engineering fees and other costs and expenses of any kind incurred by the Purchaser or the Purchaser’s employees, agents, contractors or other representatives relating to such access shall be at the sole expense of the Purchaser. In the event that the Closing hereunder shall not occur for any reason whatsoever, the Purchaser shall dispose of all due diligence materials delivered by the Seller to the Purchaser in accordance with the terms of the Confidentiality Agreement. The last five sentences of this Section 5.02(c) shall survive the Closing or any termination of this Agreement. (d) For a period of seven (7) years from and after the end of the year that the Closing occurs, (i) the Purchaser shall not dispose of or destroy any of the Books and Records without first offering to turn over possession thereof to the Seller by written notice to the Seller at least ninety (90) days prior to the proposed date of such disposition or destruction; (ii) the Purchaser shall afford to the Seller and its advisors and representatives, upon reasonable prior notice and during normal business hours at such time as may be reasonably convenient to the Purchaser, reasonable access to and to copy, for any proper purpose, including for making any tax or regulatory filing, or making or defending any Legal Proceeding, all Books and Records, at the Seller’s expense; and (iii) the Purchaser shall make available to the Seller upon written request (A) the personnel of the Purchaser to assist the Seller in locating and obtaining any Books and Records, and (B) any personnel of the Purchaser whose assistance or participation is reasonably required by the Seller in anticipation of, or preparation for, existing or future Legal Proceedings or other matters in which the Seller or any of its Affiliates is or becomes involved relating to the Transferred Business. The seven (7)-year period referred to above shall be extended if the Seller advises the Purchaser in writing that any Legal Proceeding or investigation is pending or threatened at the termination of such seven (7)-year period, in which case such extension shall continue until any such Legal Proceeding or investigation has been settled through judgment or otherwise and/or is no longer pending or threatened. All confidential or proprietary information received by, or made available to, the Seller pursuant to this Section 5.02(d) shall be kept confidential to the extent required by and in accordance with Section 5.10. Notwithstanding the foregoing, (A) nothing herein shall require the Purchaser to disclose any information where, upon the advice of counsel, if such access or disclosure would jeopardize any attorney-client or other legal privilege available to the Purchaser or any of its Affiliates, contravene any applicable Law or violate any confidentiality obligation to a third party and (B) to the extent that any information is withheld pursuant to subclause (A) above because disclosure thereof would jeopardize any attorney-client privilege or contravene other legal privilege, or violate any Lawsconfidentiality obligation to a third party, the Purchaser shall use commercially reasonable efforts to make alternative arrangements to provide such information in a manner that would not jeopardize any such privilege or violate any such confidentiality obligation. (ce) At For a period of seven (7) years from and after the Closingend of the year that the Closing occurs, each Party shall, (i) the Seller shall not dispose of or destroy any books and shall cause records (or portion thereof) of the Seller or its Affiliates to, afford arising out of or relating to both the Transferred Business and any other Party, business of the Seller and/or its Affiliates (the “Shared Books and their respective RepresentativesRecords”) without first offering to turn over possession thereof to the Purchaser by written notice to the Purchaser at least ninety (90) days prior to the proposed date of such disposition or destruction; (ii) the Seller shall afford to the Purchaser and its advisors and representatives, upon reasonable prior notice and during normal business hourshours at such time as may be reasonably convenient to the Seller, reasonable access to and to copy, for any proper purpose, including for making any tax or regulatory filing, or making or defending any Legal Proceeding, all Shared Books and Records, at the Purchaser’s expense; and (iii) the Seller shall make available to the Purchaser upon reasonable noticewritten request (A) the personnel of the Seller to assist the Purchaser in locating and obtaining any Shared Books and Records, consistent with applicable Law and (B) any personnel of the Seller whose assistance or participation is reasonably required by the Purchaser in anticipation of, or preparation for, existing or future Legal Proceedings or other matters in which the Purchaser or any of its Affiliates is or becomes involved relating to the Transferred Business. The seven (7)-year period referred to above shall be extended if the Purchaser advises the Seller in writing that any Legal Proceeding or investigation is pending or threatened at the termination of such seven (7)-year period, in which case such extension shall continue until any such Legal Proceeding or investigation has been settled through judgment or otherwise and/or is no longer pending or threatened. All confidential or proprietary information received by, or made available to, the Purchaser pursuant to this Section 5.02(e) shall be kept confidential to the extent required by and in accordance with Section 5.10. Notwithstanding the procedures established by foregoing, (A) nothing herein shall require the recipient of Seller to disclose any information if such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related disclosure would jeopardize any attorney-client or other legal privilege available to the Seller or any of its prior business operations Affiliates, contravene any applicable Law or violate any confidentiality obligation to a third party and (B) to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. any information is withheld pursuant to subclause (dA) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records above because disclosure thereof would jeopardize any attorney-client privilege or other information directly pertinent legal privilege, or violate any confidentiality obligation to such disputea third party, the parties may Seller shall use commercially reasonable efforts to make alternative arrangements to provide such information in a manner that would not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryjeopardize any such privilege or violate any such confidentiality obligation.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable accessFrom the date of this Agreement until the Closing Date, upon reasonable notice during normal business hoursprior notice, during and except as determined in good faith to be necessary to ensure compliance with any applicable Law, preserve any applicable privilege (including the period prior to the Closingattorney-client privilege) or comply with any contractual confidentiality obligations, to the propertiesSeller shall, books, Contracts, records and personnel of Seller and its Subsidiaries related to shall cause the Business Subsidiaries to, and the Purchased Assetsshall use commercially reasonable efforts to cause its Representatives to, including for the purposes of reviewing (i) afford the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none Representatives of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representativesreasonable access, during normal business hours, upon reasonable notice, consistent to the properties, operations, books and records of the Business Subsidiaries and of Seller and its Affiliates in respect of the Business Subsidiaries and the Business, (ii) furnish or cause to be furnished to the Representatives of Buyer such additional financial and operating data and other information regarding the Business as Buyer may from time to time reasonably request, (iii) use its commercially reasonable efforts (including executing a customary joint defense agreement with applicable Law Buyer) to obtain the assistance of Seller’s auditors, accountants, counsel and other advisors in connection with Buyer’s investigation and (iv) make available to the Representatives of Buyer and its Affiliates those employees of Seller and the Business Subsidiaries whose assistance, expertise, testimony, notes and recollections or presence are necessary to assist Buyer in connection with its inquiries for any of the purposes referred to above; provided, however, that such investigation (x) shall not unreasonably interfere with any of the businesses, personnel or operations of Seller, the Selling Corporations, the Business Subsidiaries or any of their Affiliates and (y) shall not involve any sampling or intrusive environmental investigation at any Leased Real Property without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed); and provided, further, that the auditors and accountants of Seller, the Business Subsidiaries or any of their Affiliates shall not be 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 reasonably requested by Seller, Buyer shall enter into a customary joint defense agreement with Seller, the Selling Corporations, and the Business Subsidiaries with respect to any information to be provided to Buyer pursuant to this Section 5.02(a). No information or knowledge obtained in any review pursuant to this Section 5.02(a) shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement in accordance with the procedures established by terms and provisions hereof, nor shall it prejudice any right or entitlement of any Buyer Indemnified Parties to indemnification under this Agreement. (b) In addition to the recipient provisions of such requestSection 5.03, from and after the Closing Date, in connection with the preparation of financial statements or U.S. Securities and Exchange Commission reporting obligations, upon reasonable access prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege) or (iii) comply with any contractual confidentiality obligations, Buyer shall, and shall cause each of the Business Subsidiaries, its Affiliates, and use reasonable best efforts to cause its Representatives to, (A) afford the Representatives of Seller and its Affiliates reasonable access, during normal business hours, upon reasonable notice, to the properties, booksbooks and records of Buyer and its Affiliates in respect of the Business Subsidiaries and the Business, Contracts, records and employees related (B) furnish or cause to be furnished to the Representatives of Seller and its Affiliates such additional financial and other information regarding the Business and/or related to Subsidiaries and their Affiliates and the Business as Seller or its prior business operations Representatives may from time to time reasonably request, (C) use its reasonable best efforts to obtain the extent that such access may be reasonably requested by the otherassistance of Buyer’s auditors, including accountants, counsel and other advisors in connection with Seller’s preparation of financial statementsstatements after the Closing and (D) make available to the Representatives of Seller and its Affiliates those employees of Buyer and its Affiliates whose assistance, taxesexpertise, testimony, notes and recollections or presence may be necessary to assist Seller in connection with its inquiries for any of the purposes referred to above; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be 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 Buyer, Seller or one of its Affiliates shall enter into a customary joint defense agreement with Buyer and its Affiliates with respect to any information to be provided to Seller pursuant to this Section 5.02(b). (c) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with the preparation of financial statements or U.S. Securities and Exchange Commission reporting obligations obligations, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable LawsLaw, (ii) preserve any applicable privilege (including the attorney-client privilege) or (iii) comply with any contractual confidentiality obligations, Seller shall, and shall cause its Affiliates and use reasonable best efforts to cause its Representatives to, (A) furnish or cause to be furnished to the Representatives of Buyer and its Affiliates such additional financial and other information regarding the Business Subsidiaries and their Affiliates and the Business as Buyer or its Representatives may from time to time reasonably request, (B) use its reasonable best efforts to obtain the assistance of Seller’s auditors, accountants, counsel and other advisors in connection with Buyer’s preparation of financial statements after the Closing (other than with respect to discontinued operations) and (C) 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 in connection with its inquiries for any of the purposes referred to above; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Seller or any of its Affiliates; and provided, further, that the auditors and accountants of Seller or its Affiliates shall not be 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 Seller, Buyer or one of its Affiliates shall enter into a customary joint defense agreement with Seller and its Affiliates with respect to any information to be provided to Buyer pursuant to this Section 5.02(c). (d) Notwithstanding All information received by Buyer and given by or on behalf of the provisions of Seller or the Business Subsidiaries in connection with this Section 5.6Agreement and the transactions contemplated hereby will be held by Buyer and its Affiliates, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6agents, and representatives as “Confidential Information”, as defined in, and pursuant to such records or other information directly pertinent to such disputethe terms of, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryConfidentiality Agreement.

Access to Information. During the Interim Period, the Seller will, during ordinary business hours and upon reasonable notice and subject to compliance with all applicable NRC rules and regulations: (ai) Seller shall afford to permit the Buyer and its Buyer's Representatives to have reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner so as not to unreasonably interfere with the operation normal operations of the BusinessSeller, to all books, records, plants, offices and none other facilities and properties constituting the Acquired Assets in order to plan for and facilitate an orderly transition of ownership of the Acquired Assets; (ii) furnish the Buyer with operating data and other information with respect to the Acquired Assets as the Buyer may from time to time reasonably request; and (iii) furnish the Buyer a copy of each material report, schedule or other document filed or received by the Seller with respect to the Acquired Assets with the NRC, FERC, VTDPS, VTPSB or any of its Affiliates other Governmental Authority having jurisdiction over the Acquired Assets. All access and inspections by the Buyer (whether pursuant to this Section 6.2 or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything otherwise) are subject to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Lawsfollowing provisions: (a) Physical Access (Escorted and Unescorted). (ci) At and after the Closing, each Party The Buyer shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established respect to each Person designated by the recipient of such request, reasonable Buyer to have escorted access to the propertiesFacility, books, Contracts, records and employees related provide the following information for each such Person to the Business and/or related Plant Manager for the Facility (or his designee) no later than twenty-four (24) hours prior to the proposed time of access by such Person: name, date of birth, social security number, and the name of each nuclear power plant at which such Person has a current badge for unescorted access. The Seller or its prior business operations reserves the right where necessary to limit the extent that such number of Persons to whom escorted access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsis provided at any one time on account of safety and/or reasonable logistical considerations. (dii) Notwithstanding Subject to the immediately succeeding sentence, the Buyer shall, with respect to each Person designated by the Buyer to have unescorted access to the Facility, provide reasonable notice to the Plant Manager for the Facility (or his designee), so as not to interfere with the normal business operations of the Facility, and such Person shall comply with all existing requirements of the Facility and NRC for unescorted access, including, but not limited to, background investigation, training requirements, fitness-for-duty requirements, a psychological assessment and behavioral observation. (iii) In the event that the Buyer shall have a fitness-for-duty program meeting the requirements of 10 C.F.R. Part 26, the Buyer may request that any Person subject to such program be excused from compliance with the fitness-for-duty program of VYNPS, in which event the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.10 C.F.R.

Access to Information. (a) Seller Buyer shall afford (and shall cause the Company to) hold all the Books and Records of the Company thereof existing on the Closing Date and not to destroy or dispose of any such Books or Records for a period of seven years from the Closing, and thereafter, if it desires to destroy or dispose of such Books and Records, to offer first in writing at least ninety (90) days prior to such destruction or disposal to surrender them to the applicable Seller. During that seven year period, Buyer shall (and its Representatives reasonable accessshall cause the Company to), upon reasonable notice during normal business hours, during upon reasonable notice, make available and provide the period Sellers and their representatives (including counsel and independent auditors and the Seller Representative) with access to the facilities and properties of the Company and to all information, files, documents and records (written and computer) that are not otherwise protected by legal privilege relating to the Company or the Business or operations for any and all periods prior to or including the ClosingClosing Date that it may require with respect to any reasonable business purpose (including, without limitation, any Tax matter) or in connection with any Proceeding of any kind by or against any Person, and shall (and shall cause the Company to) cooperate fully with the Sellers and their representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of such Seller, including by making Tax, accounting and financial personnel and other appropriate employees and officers of the Company available to the propertiesSellers and their respective representatives (including counsel, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business independent auditors and the Purchased AssetsSeller Representative), including for the purposes of reviewing (i) the Closing Statement delivered with regard to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayedreasonable business purpose. Notwithstanding anything to the contrary in this Agreement, neither Seller Buyer nor any Affiliate of Seller the Company shall be required to provide access disclose any information to or disclose information where, upon the advice of counsel, Sellers if such access or disclosure would would: (A) jeopardize any attorney-client privilege privilege; or contravene (B) violate any LawsApplicable Law or breach any confidentiality agreement or fiduciary duty; provided, that each of the Company, Buyer and the Sellers will use its commercially reasonable efforts, consistent with market practice, to make appropriate substitute disclosure arrangements such that the foregoing restrictions shall not apply. (cb) At and For a period of seven years after the ClosingClosing Date or, each Party if greater, the applicable period specified in the Company’s applicable document retention policy, Sellers shall, and shall cause its their Affiliates in connection with the Business, to, (i) retain the Books and Records relating to the Business relating to periods prior to and including the Closing Date, to the extent not included in the Assets, and (ii) upon reasonable notice, afford Buyer or its representatives reasonable access, at their sole expense (including the other Partyright to make, its Affiliates and their respective Representativesat Buyer’s sole expense, photocopies), during normal business hours, upon to such Books and Records for any reasonable noticepurpose in connection with matters relating to or affected by the operations of the Business on or prior to the Closing Date. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer or the Company if such disclosure would: (A) jeopardize any attorney-client privilege; or (B) violate any Applicable Law or breach any confidentiality agreement or fiduciary duty; provided, that each of the Company, Buyer and the Sellers will use its commercially reasonable efforts, consistent with applicable Law and in accordance with market practice, to make appropriate substitute disclosure arrangements such that the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsforegoing restrictions shall not apply. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller Subject to the restrictions of any applicable Law or contractual undertaking, between the date of this Agreement and the Closing, in connection with the performance of this Agreement, the closing of the transactions contemplated hereby and for other bona fide transition planning purposes, Parent shall afford and shall cause its Subsidiaries to (i) give Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior access to the Closing, to the properties, books, Contractsrecords, records work papers, senior management level employees, offices, assets, financial information and personnel other facilities and properties of Seller and its Subsidiaries related to the Business and the Purchased AssetsCompanies, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements permit Buyer to make such inspections thereof as Buyer may reasonably request and (iii) cause the officers of the Business to verify that there has not been a Material Adverse Effectfurnish Buyer with such financial and operations data and other information with respect to the Business as Buyer may reasonably request; provided, however, that no Seller nor any Affiliate of Seller such investigation shall be required conducted during normal business hours under the supervision of the applicable personnel of Parent or its Affiliates, in such a manner as to take maintain the confidentiality of this Agreement and the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement and not interfere unreasonably with the operations of the Business in any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation material respect. Notwithstanding the foregoing of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a6.3(a), Buyer and its counsel, environmental consultants, investment bankers, financial sources, lenders and other representatives will not, prior to the Closing, conduct any environmental assessments, studies, investigations, monitoring, or other inquiries pertaining to environmental laws and relating to the Leased Real Property, including any Phase I environmental site assessment, Phase II environmental site assessment, or invasive sampling of soil, groundwater, air, any other environmental media, or building materials or equipment. (b) All information furnished or provided by Parent, any Company or any of their respective Affiliates or representatives to Buyer agrees that any investigation undertaken or its representatives (whether furnished before or after the date of this Agreement) pursuant to Section 6.3(a) shall be held subject to the Confidentiality Agreement except as expressly provided in Section 6.24; provided, that, upon the Closing, the obligations of Buyer pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not terms of the Confidentiality Agreement, solely to unreasonably interfere with the operation of extent related to the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Lawsterminate. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to, (a) Seller shall afford to Buyer and its Representatives reasonable accessaccess to and the right to inspect all of the Real Property, upon reasonable notice during normal business hoursproperties, during the period prior assets, premises, books and records, Contracts and other documents and data related to the ClosingCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the properties, books, Contracts, records Company as Buyer or any of its Representatives may reasonably request; and personnel (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements investigation of the Business to verify that there has not been a Material Adverse EffectCompany; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any such investigation undertaken pursuant to the access granted under Section 5.6(a) 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 operation normal operations of the BusinessCompany. Without limiting the foregoing, Seller shall permit Buyer and none of Buyer or any of its Affiliates or Representatives shall communicate with any to conduct environmental due diligence of the employees Company and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface soils on, at, in, under or from the Business without Company and the prior written consent of Seller, which consent Real Property. All requests by Buyer for access pursuant to this Section 5.02 shall not be unreasonably withheld, conditioned submitted or delayeddirected exclusively to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other individuals or entities as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller the Company shall be required to provide access disclose any information to or disclose information whereBuyer if such disclosure would, upon the advice of counselin Seller’s sole discretion, such access or disclosure would acting reasonably: (y) jeopardize any attorney-client privilege or other privilege; or (z) contravene any Laws. (c) At applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that if Seller or the Company withholds any information for such a reason, it or they shall in writing notify Buyer of its or their decision to do so, the subject matter of the information withheld and after the reason the information was withheld. Buyer shall not contact any suppliers to, or customers of prior to the Closing, each Party without the prior written consent of Seller. Buyer shall, and shall cause its Affiliates Representatives to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established abide by the recipient terms of such request, reasonable the Confidentiality Agreement with respect to any access or information provided pursuant to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery5.02.

Access to Information. (a) Seller shall afford 5.8.1 Subject to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hoursapplicable Law, during the period commencing on the date of this Plan of Merger and ending at the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, (a) Company will, and will cause each of the Company Subsidiaries to, upon reasonable prior written notice, permit Purchaser and its respective Representatives to have reasonable access at all reasonable times, and in a manner so as not to interfere with the Closingnormal business operations of Company and the Company Subsidiaries, to the propertiesofficers and senior management, premises, agents, books, Contractsrecords, records and personnel Contracts of Seller or pertaining to Company and the Company Subsidiaries as may be reasonably requested in writing; and (b) upon the reasonable request of Company, Purchaser will furnish such reasonable information about it and its Subsidiaries related business as is relevant to Company and its shareholders in connection with the Business and the Purchased Assets, including for the purposes transactions contemplated by this Plan of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse EffectMerger; provided, however, that no Seller nor such access or disclosure of information will (i) comply with all applicable Laws, (ii) not result in, or reasonably be expected to result in, the waiver of the attorney-client privilege, (iii) not result in, or reasonably be expected to result in, a material breach of any Affiliate material Contract, or (iv) not include any confidential supervisory information. No such access will affect the representations, warranties, covenants or agreements of Seller shall the parties (or the remedies with respect thereto) or the conditions to the obligations of the parties under this Plan of Merger. 5.8.2 Company will give prompt written notice to Purchaser of any event that would reasonably be expected to give rise to a Company Material Adverse Effect. Purchaser will give prompt written notice to Company of any event that would reasonably be expected to give rise to a Purchaser Material Adverse Effect. Each of Company and Purchaser will give prompt written notice to the other party of (a) any notice or other communication received by such party from any Governmental Entity or other Person in connection with the transactions contemplated by this Plan of Merger or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Plan of Merger and (b) any Actions commenced or, to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation the Knowledge of confidentiality such party, threatened against, relating to which it or involving or otherwise affecting such party or any of its Affiliates may be subject in discharging their obligations Subsidiaries which relate to this Plan of Merger or any of the transactions contemplated by this Plan of Merger. The delivery of any notice pursuant to this Section 5.6(a)5.8.2 will not limit, expand or otherwise affect the remedies available hereunder (if any) to the party receiving such notice. 5.8.3 While this Plan of Merger is in effect, if either Company or Purchaser becomes aware of any facts or the occurrence or impending occurrence of any event that (a) would cause one or more of the representations and warranties it has given in Article III or IV, respectively, subject to the exceptions contained in the Company Disclosure Letter or the Purchaser Disclosure Letter, respectively, to become untrue or incomplete in any material respect; or (b) Buyer agrees that would have caused one or more of such representations and warranties to be untrue or incomplete in any investigation undertaken pursuant material respect had such facts been known or had such event occurred prior to the access granted under Section 5.6(a) shall be conducted date of this Plan of Merger, then such party will promptly give detailed written notice of such discovery or change, including a detailed description of the underlying facts or events, together with all pertinent documents, to the other party. 5.8.4 Each of Company, on the one hand, and Purchaser, on the other hand, will, and will cause their respective Representatives to, hold and treat in such a manner as not confidence all documents and information concerning the other party and its Subsidiaries furnished to unreasonably interfere the applicable party or their respective Representatives in connection with the operation transactions contemplated by this Plan of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and Merger in accordance with the procedures established by letter agreement, dated June 13, 2019, between Company and Purchaser ("Confidentiality Agreement"), which will remain in full force and effect in accordance with its terms. Each of Company, on the recipient of such requestone hand, reasonable access to and Purchaser, on the propertiesother, bookswill not, Contractsand will cause its respective directors, records officers, and employees to not, discuss or disclose any information concerning the Merger, or the negotiations or board discussions, deliberations or decisions in any way related to the Business and/or related to the Seller or its prior business operations Merger, other than information to the extent that such access may be reasonably requested by sent forth in the otherProxy Statement, including in connection with financial statements, taxes, reporting obligations any Person other than the Representatives of either party and compliance with applicable Lawsany Governmental Entity. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Upon reasonable notice, and subject to applicable law and any applicable contractual restrictions, the Seller shall, and shall cause the Company to, afford to Buyer the officers, employees, accountants, counsel and its Representatives other representatives of the Purchaser reasonable access, upon reasonable notice access during normal business hourshours to all of the Company's offices, during facilities, properties, books and records relating to its business, and the period prior Seller shall furnish promptly to the ClosingPurchaser all information concerning the business, to the properties, books, Contracts, records properties and personnel of Seller and its Subsidiaries related to the Business and Company as the Purchased AssetsPurchaser may reasonably request. All information provided or made available to, including for or obtained by, the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it Purchaser or any of its Affiliates may officers, employees, accountants, counsel or other representatives (or their respective accountants or counsel) shall be subject in discharging their obligations kept confidential pursuant to this Section 5.6(athe confidentiality agreement dated April 18, 2002, between the Purchaser, the Company and the Seller (the "Confidentiality Agreement"). Notwithstanding the foregoing, the Purchaser shall not have the right to receive or obtain any information relating to Taxes or Tax Returns of the Seller or any of its Affiliates, other than information relating solely to the Company. (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the BusinessUpon reasonable notice, and none of Buyer or subject to applicable law and any of its Affiliates or Representatives shall communicate with any of applicable contractual restrictions, the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party Purchaser shall, and shall cause its Affiliates subsidiaries to, afford to the officers, employees, accountants, counsel and other Party, its Affiliates and their respective Representatives, representatives of the Seller reasonable access during normal business hourshours to all of the Purchaser's offices, upon reasonable noticefacilities, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, booksbooks and records, Contracts, records and employees related to the Business and/or related Purchaser shall furnish promptly to the Seller all information concerning the business, properties and personnel of the Purchaser as the Seller may reasonably request. All information provided or made available to, or obtained by, the Seller or any of its prior business operations officers, employees, accountants, counsel or other representatives (or their respective accountants or counsel) shall be kept confidential pursuant to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable LawsConfidentiality Agreement. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. 5.4.1 The Seller will permit Representatives of the Buyer to have reasonable access at all reasonable times, and in a manner so as not to unreasonably disrupt the normal business operations of the Seller, to all premises (including to conduct a survey of the real property), properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to the Assets or the Business. Notwithstanding the preceding sentence to the contrary, nothing in this Agreement shall be construed to permit the Buyer or its Representatives to have access to any files, records, contracts or documents of the Seller or any its Affiliates relating to (a) the Seller’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and Hydrocarbon Inventory valuation procedures and records, (b) the negotiation of this Agreement, (c) particular terms of any Contracts to the extent that disclosure of such terms, in the reasonable judgment of the Seller, could risk violating any antitrust or similar Law, or (d) employment and medical records of Current Employees including personnel, disciplinary and safety files; provided, however, Buyer shall have access to contracts relating to Current Employees and Leased Personnel. Subject to applicable Law, the Seller shall afford use commercially reasonable efforts to furnish, or cause to be furnished to, the Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records all data and personnel of Seller and its Subsidiaries related to information concerning the Business and the Purchased AssetsAssets which may be reasonably requested by the Buyer and its Representatives (including without limitation experience rating information and insurance claims history, including marketing fee, branding and promotional agreements and arrangements, all contracts relating to Leased Personnel and Current Employees) and shall use commercially reasonable efforts to make available, or cause to be made available, such personnel of the Seller and its Affiliates as may be reasonably requested for the purposes furnishing of reviewing (i) such data and information. From the Effective Date through the Closing Statement delivered to Buyer pursuant to Section 2.9(b) Date or termination of this Agreement and (ii) interim financial statements Agreement, the Buyer may have a representative on-site at the Tulsa Refinery to consult with the manager of the Business to verify that there has not been a Material Adverse EffectTulsa refinery regarding transition planning; provided, however, that no Seller nor any Affiliate of Seller nothing in this Section 5.4.1 will affect the Tulsa manager’s independent control and authority over the operation of, and decisions regarding, the Business and the Assets. Any information obtained by the Buyer or its employees, Representatives, consultants, attorneys, agents, lenders and other advisors under this Section 5.4.1 shall be required subject to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of the confidentiality to which it or any of its Affiliates may be subject and use restrictions contained in discharging their obligations pursuant to this Section 5.6(a)the Confidentiality Agreement. (b) 5.4.2 All “due diligence” activities of the Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such accordance with applicable Laws and the Buyer shall indemnify the Seller and its Affiliates from and against all damages, losses and liabilities to the extent incurred as a manner as not to unreasonably interfere with the operation result of the Businessacts or omissions of the Buyer’s Representatives in connection with such “due diligence” activities. During the period prior to Closing, and none of in no event shall the Buyer or any of its Affiliates or their respective officers, directors, employees, counsel, financial advisors or other Representatives shall communicate be permitted to conduct Phase II environmental assessments or any other sampling or testing of soil and/or groundwater or surface water at, or under, any real property associated with any of the employees of the Business Assets, without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) From the date hereof until the Closing, upon reasonable notice, Seller shall and shall cause each of Seller’s subsidiaries that relate to the Business and each of their respective officers, directors, employees, agents and accountants to: (i) afford to Buyer the officers, employees and its Representatives authorized agents, accountants, counsel and representatives of Purchaser reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closingoffices, to the propertiesfacilities, books, Contracts, books and records and personnel of Seller and its Subsidiaries related subsidiaries that relate to the Business and to those officers, directors, employees, agents and accountants of Seller and its subsidiaries that relate to the Purchased Assets, including for Business who have any knowledge relating to the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement Business and (ii) interim furnish to the officers, employees and authorized agents, accountants, counsel and representatives of Purchaser such additional financial statements of and operating data and other information regarding the Business and the Assets as Purchaser may from time to verify that there has not been a Material Adverse Effect; providedtime reasonably request, however, that no Seller nor any Affiliate including all information stored in Seller’s computer systems or otherwise in the possession or control of Seller shall be required related to take any action for Distribution Channel Participants and vendors from which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a)Seller purchased Inventory. (b) Buyer agrees that In order to facilitate the resolution of any investigation undertaken claims made against or incurred by Seller prior to the Closing and in order for Seller to prepare audited financial statements, for a period of seven (7) years after the Closing, Purchaser shall (i) retain the books and records which are transferred to Purchaser pursuant to this Agreement relating to periods prior to the access granted under Section 5.6(a) shall be conducted Closing in such a manner as not to unreasonably interfere reasonably consistent with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate practices of Seller shall be required and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of Seller reasonable access (including the right to provide access make photocopies at Seller’s expense), during normal business hours, to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Lawsbooks and records. (c) At and In order to facilitate the resolution of any claims made by or against or incurred by Purchaser after the Closing or for any other reasonable purpose, including to prepare audited financial statements, for a period of seven (7) years following the Closing, each Party Seller shall, and shall cause its Affiliates subsidiaries to, (i) retain all books and records which are in its possession as of the date hereof or the Closing Date and which are not transferred to Purchaser pursuant to this Agreement and which relate to the Business for periods prior to the Closing and which shall not otherwise have been delivered to Purchaser and (ii) upon reasonable notice, afford the other Partyofficers, its Affiliates employees and their respective Representativesauthorized agents and representatives of Purchaser, reasonable access (including the right to make photocopies at Purchaser’s expense), during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoverybooks and records.

Access to Information. (a) Seller shall afford to Buyer From the date of this Agreement, the Company will give Provant and its Representatives reasonable the Underwriter and their respective representatives full access, upon at reasonable notice during normal business hours, during the period prior to the Closingtimes and with reasonable notice, to the propertiesoffices and other facilities and to the books and records of the Company, bookswill permit Provant and the Underwriter and their respective representatives to make such inspections as they may reasonably require, Contractsand will cause its officers and representatives (including, without limitation, its firm of certified public accountants) to furnish Provant and the Underwriter and their respective representatives with such financial and operating data and other information with respect to the business, operations, assets, liabilities and prospects of the Company as Provant and the Underwriter and their respective representatives may from time to time reasonably request. From the date of this Agreement, Provant and Acquisition will give the Company full access, at reasonable times, to the offices and other facilities and to the books and records of Provant and personnel of Seller Acquisition, will permit the Company and its Subsidiaries related representatives to make such inspections as they may reasonably require, and will cause their respective officers and representatives (including, without limitation, their firm of certified public accountants) to furnish the Company and its representatives with such financial and operating data and other information with respect to the Business business, operations, assets and liabilities of Provant, Acquisition and the Purchased Assets, including for Additional Companies (in the purposes last case to the extent such information is in the possession of reviewing (iProvant and the applicable Additional Company does not object to disclosure) as the Closing Statement delivered Company and its representatives may from time to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is time reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a)request. (b) Buyer agrees that Provant and Acquisition, on the one hand, and the Company, on the other hand, will, and will cause their respective employees and agents (including, in the case of Provant, the Underwriter and its employees and agents) (collectively, "Representatives") to, hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all Confidential Information (as hereinafter defined) and will not disclose the same to any investigation undertaken pursuant person. If this Agreement is terminated, each party having received or created any documents containing Confidential Information (including documents received or created by its Representatives), will promptly return to the access granted under Section 5.6(aother party or destroy (or cause to be returned or destroyed) all documents (including all copies thereof) so received or created containing such Confidential Information. For purposes hereof, "Confidential Information" shall be conducted in such a manner as not to unreasonably interfere with mean all information of any kind concerning the operation Company, or concerning any of the BusinessProvant, and none of Buyer Acquisition or any of its Affiliates Additional Company, respectively, except information (i) ascertainable or Representatives shall communicate with any of the employees of the Business without the prior written consent of Sellerobtained from public or published information, which consent shall (ii) received from a third party not be unreasonably withheldknown to Provant, conditioned Acquisition or delayed. Notwithstanding anything their Representatives, or to the contrary Company or its 35 36 Representatives, as applicable, to be under an obligation to the Company or Provant, as applicable, to keep such information confidential, (iii) that is or becomes known to the public (other than through a breach of this Agreement), (iv) that was in the receiving party's possession before disclosure thereof to it in connection with this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon (v) that is independently developed by Provant or by the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. Company (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and including their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6), as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryapplicable.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable accessFrom the date hereof until the Closing, upon reasonable notice during normal business hoursnotice, during the period prior to Sellers shall cause the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business Company and the Purchased AssetsSubsidiaries, including for and shall use reasonable efforts to cause each of the purposes of reviewing Company’s and the Subsidiaries’ officers, directors, employees, authorized agents, representatives, accountants and counsel to: (i) afford the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement officers, employees and (ii) interim financial statements authorized agents, accountants, counsel, and representatives of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective RepresentativesPurchaser reasonable access, during normal business hours, to the offices, properties, plants, other facilities, books and records of the Company and each Subsidiary (other than privileged materials and subject to applicable confidentiality restrictions) and to those officers, directors, employees, agents, accountants and counsel of the Company and of each Subsidiary who have significant knowledge relating to the Company, any Subsidiary or the business, provided that such access shall not unreasonably interfere with the business; and (ii) furnish to the officers, employees and authorized agents, accountants, counsel, and representatives of the Purchaser such additional financial and operating data and other information (other than privileged materials and subject to applicable confidentiality restrictions) regarding the assets, properties and goodwill of the Company, the Subsidiaries and the business (or legible copies thereof) as the Purchaser may from time to time reasonably request. (b) Subject to the consummation of the transactions contemplated by this Agreement, in order to facilitate the resolution of any claims made against or incurred by the Sellers prior to the Closing, for a period of seven years after the Closing, the Purchaser shall: (i) retain the books and records of the Company and the Subsidiaries relating to periods prior to the Closing, and (ii) upon reasonable notice, consistent with applicable Law afford the officers, employees and in accordance with authorized agents and representatives of the procedures established by the recipient of such request, Sellers’ Representative reasonable access (including the right to make, at the propertiesSellers’ expense, booksphotocopies), Contractsduring normal business hours, records to such books and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsrecords. (dc) Subject to the consummation of the transactions contemplated by this Agreement, in order to facilitate the resolution of any claims made by or against or incurred by the Purchaser, the Company or any Subsidiary after the Closing for a period of seven years following the Closing, each of the Sellers shall: (i) retain the books and records of such Seller which relate to the Company and the Subsidiaries and their operations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser, the Company or any Subsidiary, and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the Purchaser, the Company or any Subsidiary reasonable access (including the right to make photocopies, at the expense of the Purchaser, the Company or such Subsidiary), during normal business hours, to such books and records. Notwithstanding the provisions foregoing, Equity Partners shall have no obligation after the third anniversary of this Section 5.6the Closing Date to retain the books and records referred to in the preceding sentence, while the existence provided that copies of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as such books and records are then delivered to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryPurchaser.

Access to Information. (a) Seller shall afford Subject to Buyer and its Representatives reasonable accessSection 4.2(d), upon reasonable notice during normal business hours, during from the period prior date of this Agreement to the Closing, Seller will, and will cause each of its Subsidiaries, to (i) give Purchaser and its authorized representatives reasonable access to all the books, records, personnel, offices, properties and other facilities relating to the propertiesBusiness, booksor expected to be used in connection with the provision of transitional services under any Collateral Agreement, Contractsand to Seller's accountants, records (ii) permit Purchaser to make such copies and personnel inspections thereof as Purchaser may reasonably request, (iii) permit Purchaser to visit major customers of the Business and (iv) cause the officers of Seller to furnish Purchaser with such financial and its Subsidiaries related operating data and other information with respect to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered as Purchaser may from time to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effecttime reasonably request; provided, however, that no Seller nor any Affiliate of Seller such access shall be required conducted at a reasonable time, upon reasonable prior notice, under the supervision of Seller's personnel and in such a manner as to take any action for which it is reasonably foreseeable that a Liability maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the Business or other business operations of Seller. Seller will be created for violating an obligation keep Purchaser generally informed as to the affairs of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a)the Business. (b) Buyer agrees that any investigation undertaken pursuant From the date of this Agreement to the access granted under Section 5.6(a) Closing, on or before the 20th day of each month, Seller shall be conducted in such a manner as not deliver to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees Purchaser unaudited consolidated financial statements of the Business without as at and for the prior written consent monthly period ending the last day of Sellerthe preceding month (the "Subsequent Monthly Financial Statements"), which consent shall not include a balance sheet and management statement of earnings before interest and income taxes. At the time that the Subsequent Monthly Financial Statements are delivered to Purchaser, Seller shall by such delivery be unreasonably withhelddeemed to have made the representations and warranties to Purchaser with respect to such Subsequent Monthly Financial Statements set forth in Section 2.5; provided, conditioned or delayed. Notwithstanding anything to the contrary in that for all purposes of this Agreement, neither Seller nor any Affiliate of Seller shall be required deemed to provide access have made such representations and warranties to or disclose information where, upon Purchaser with respect to the advice Subsequent Monthly Financial Statements for each monthly period as of counsel, the date of delivery of such access or disclosure would jeopardize attorney-client privilege or contravene any Lawsfinancial statements and as of the Closing Date. (c) At and after From the date of this Agreement to the Closing, Seller shall deliver to Purchaser on a weekly basis a true and correct copy of Seller's daily activity report of sales and order activity for each Party shall, of the Pickles Business and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and Sauce Business in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsformat set forth on Exhibit 4.8(c). (d) Notwithstanding To simplify and expedite post-closing transition of the provisions Business and the Acquired Assets, promptly following the date of this Section 5.6Agreement Purchaser shall select, while contract with, and pay a third party ("Contractor") to review Seller's Promotion and Price Data, as hereinafter defined. "Promotion and Price Data" shall mean Seller's data, books, records, computer software and hardware, software programs and related materials containing Seller's customer prices and promotions information for the existence of an adversarial proceeding between Business, including but not limited to national prices and deals as well as customer-specific promotional and price activity. Seller shall make the parties will not abrogate or suspend Promotion and Price Data available to Contractor promptly following the provisions date of this Section 5.6Agreement. Contractor shall manage and perform the transfer, migration and conversion of the Promotion and Price Data to a separate database on a SAP software system (the "Independent Database"), which activity of Contractor shall require mapping development, data collection and data input tasks. Contractor shall continually update the Independent Database until Closing or the termination of this Agreement. The Independent Database shall be technically developed, maintained and supported by Contractor's personnel and such Independent Database shall not be accessible to Purchaser or any employees or agents of Purchaser, except for certain specified employees of Purchaser's Information Technology and Master Data Maintenance units. Such employees of Purchaser with access to the Independent Database shall be limited in number and shall be mutually agreed upon between Purchaser and Seller. Contractor and the mutually agreed employees of Purchaser with access to the Independent Database shall execute confidentiality agreements with Seller prohibiting the exchange, dissemination or discussion of any and all elements of the data exchange process or the Independent Database to other personnel of Purchaser. The mutually agreed employees of Purchaser with access to the Independent Database may receive updates on Contractor's activities and have access to the Independent Database for the purpose of quality assurance and supervision of Contractor only. Seller, at its option, may attend all meetings and participate in all communications between Contractor and the mutually agreed employees of Purchaser with access to the Independent Database. At the Closing, the Independent Database shall be delivered to Purchaser as part of the Acquired Assets. If this Agreement is terminated and the Closing does not occur, the Independent Database shall be destroyed by Contractor, as certified by Contractor to such records or other information directly pertinent Seller and Purchaser in writing. Seller shall cooperate with Contractor and provide Contractor with access to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize Promotion and Price Data and with knowledgeable employees of Purchaser relating to the rules Promotion and Price Data to facilitate the creation of discoverythe Independent Database in accordance with the timetable set forth in Exhibit 4.8(d) attached hereto and made a part hereof.

Access to Information. (a) During the Pre-Closing Period, Seller shall afford to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford to Purchaser and its Representatives (including to the other Partyextent such Representatives are acting on behalf of or at the request of the Debt Financing Sources) reasonable access, at Purchaser’s expense and under the supervision of Seller’s personnel, upon reasonable prior notice during normal business hours and in such a manner as to not unreasonably disrupt the normal operations of the Business or the business and operations of Seller and its Affiliates, to its properties, books, records, personnel and Representatives to obtain all information concerning the Business, as Purchaser may reasonably request. All information provided pursuant to this Section 5.02 shall remain subject in all respects to the Confidentiality Agreement and all applicable terms of this Agreement, including the provisions of Section 10.02, as applicable. (b) Subject to Section 10.02, from and after the Closing Date until the fifth anniversary thereof, in connection with (i) the preparation of Tax Returns, financial statements or audits, (ii) compliance with reporting obligations under any applicable Laws or Educational Laws or (iii) the resolution of any Third Party claims made against or incurred by Seller or its Affiliates in respect of periods prior to the Closing, upon reasonable prior notice, Purchaser shall, and shall cause each of the Company Group and their respective RepresentativesAffiliates and Representatives to (A) afford the Representatives of Seller reasonable access, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to all the properties, books, Contracts, Tax Returns, financial records and employees related other information of Purchaser and its Affiliates in respect of the Company Group and the Business relating to periods prior to the Business and/or related Closing Date, (B) furnish to the Representatives of Seller such additional financial and other information regarding the Company Group and the Business relating to periods prior to the Closing Date as Seller or its prior business operations Representatives may from time to time reasonably request and (C) make available to the extent that such access Representatives of the Seller and its Subsidiaries and direct and indirect equityholders those employees of the Purchaser and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist the Seller in connection with its inquiries for any of the purposes referred to above. If reasonably requested by Purchaser based on the otheradvice of counsel that such an agreement is necessary or desirable, including Seller or one of its Subsidiaries shall enter into a customary joint defense agreement or common interest agreement with Purchaser and its Affiliates with respect to any information to be provided to Seller pursuant to this Section 5.02(b). Prior to incurring any material out-of-pocket expenses associated with requests made by Seller under this Section 5.02(b), Purchaser and Seller shall discuss and agree in connection writing on the estimated amount of such expenses; provided that Purchaser shall have no obligation to incur any expense which is not agreed upon by Seller and shall not be in breach of this Section 5.02(b) as a result thereof. Seller shall promptly reimburse Purchaser (or Purchaser’s Affiliates) for reasonable out-of-pocket expenses associated with financial statements, taxes, reporting obligations requests made by Seller under this Section 5.02(b). Any information provided to Seller and compliance with applicable Lawsits Representatives pursuant to this Section 5.02(b) shall be considered Confidential Information and subject to Section 5.03. (dc) Notwithstanding Purchaser agrees that it shall use commercially reasonable efforts to preserve and keep, or cause to be preserved and kept, all books and records in respect of the provisions Business and the Company Group in the possession of this Section 5.6, while Purchaser or its Affiliates for a period of six years from the existence of an adversarial proceeding between the parties will not abrogate Closing Date or suspend the provisions of this Section 5.6, such longer time as to such records may be required by Law or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryEducational Law.

Access to Information. (a) Seller IDP shall afford to Buyer WMT and shall cause its --------------------- independent accountants to afford to WMT, and its Representatives accountants, counsel and other representatives, reasonable access, upon reasonable notice access during normal business hours, during the period prior hours to the Closing, to the IDP's properties, books, Contractscontracts, commitments and records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, independent accountants reasonable access to the propertiesaudit work papers and other records of IDP's accountants; provided, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access does not materially impair the ability of IDP to conduct its business in the ordinary course. During such period, IDP shall use reasonable efforts to furnish promptly to WMT (a) a copy of each report, schedule and other document filed or received by IDP pursuant to the requirements of federal and state securities laws and (b) all other information concerning the business, properties and personnel of IDP as WMT may be reasonably requested request. Pending the Closing (and if this Agreement is terminated, at all times after the date hereof), WMT shall treat as confidential and will not use, submit or disclose to, or make available for inspection by the otherany other person, or allow any other person to use or disclose, any information, materials, documents, financial statements or other data relating to IDP, its business or its owners. If this Agreement is terminated, WMT shall promptly return to IDP any and all copies of such material, including in connection with financial statementscopies prepared by WMT. Further, taxesWMT, reporting obligations IDP, IDP Financial, Bynder and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties ▇▇▇▇▇▇▇ agree that they will not abrogate disclose or suspend the provisions discuss with any person any information about ▇▇▇▇▇▇-▇▇▇▇▇'▇ arrangements with other resellers of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryequipment.

Access to Information. During the Pre-Closing Period, the Debtors agree to provide (a) Seller shall afford to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the ClosingBackstop Parties with such other material information regarding, to the propertiesextent not constituting material non-public information (within the meaning of the United States Federal, books, Contracts, records and personnel of Seller and its Subsidiaries related state or other applicable securities laws) with respect to the Business Debtors and their affiliates or their securities, the Purchased Assetsoperations, including for business affairs and financial condition of the purposes of reviewing (i) Debtors, in each case as the Closing Statement delivered Backstop Parties may reasonably request from time to Buyer pursuant to Section 2.9(b) of this Agreement time and (iib) interim financial statements upon request, provide the AHG Advisors who have signed customary confidentiality agreements information (to the extent practically available) reasonably requested regarding the Company or its Subsidiaries; provided that the foregoing obligation shall not require the Company or any Debtor or any of the Business their employees, officers, advisors or other representatives to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to (1) take any action for or share any information which it is reasonably foreseeable that a Liability will be created for violating an obligation restricted or prohibited by obligations of confidentiality binding on the Company or any Debtor, applicable Law or the rules of any applicable securities exchange (provided, that such Company or Debtor, as applicable, must only withhold the portion of such information or materials that are actually subject to which it such confidentiality obligations, applicable Law or rules of any applicable securities exchange, and unless otherwise restricted from doing so by any of the aforementioned, use commercially reasonable efforts to provide such withheld information or materials to the AHG Advisors pursuant to a Confidentiality Agreement); provided further that, except with respect to Delta (as defined in the Restructuring Support Agreement) (or any of its Affiliates may be subject Related Purchasers or Ultimate Purchasers that are Affiliates) or the Debtors, the foregoing shall not in discharging their obligations pursuant any event permit any other party to this Section 5.6(a). Agreement (bor such party’s representatives or Affiliates) Buyer agrees that to have access to any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with contracts between any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At Debtors and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller Delta or its prior business operations to Affiliates, other than the extent that such access may be reasonably requested by Transaction Agreements, nor (2) disclose any document or share any information over which the other, including in connection with financial statements, taxes, reporting obligations and compliance with Company or any Debtor asserts any legal professional privilege nor waive or forego the benefit of any applicable Lawslegal professional privilege. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. The Seller will permit Representatives of the Buyer to have reasonable access at all reasonable times, and in a manner so as not to unreasonably disrupt the normal business operations of the Seller, to all premises (including to conduct a survey of the real property), properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to the Assets or the Business. Notwithstanding the preceding sentence to the contrary, nothing in this Agreement shall be construed to permit the Buyer or its Representatives to have access to any files, records, contracts or documents of the Seller or any its Affiliates relating to (a) the Seller’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and Hydrocarbon Inventory valuation procedures and records, (b) the negotiation of this Agreement, (c) particular terms of any Contracts to the extent that disclosure of such terms, in the reasonable judgment of the Seller, could risk violating any antitrust or similar Law, or (d) employment and medical records of Current Employees including personnel, disciplinary and safety files; provided, however, Buyer shall have access to contracts relating to Current Employees and Leased Personnel. Subject to applicable Law, the Seller shall afford use commercially reasonable efforts to furnish, or cause to be furnished to, the Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records all data and personnel of Seller and its Subsidiaries related to information concerning the Business and the Purchased AssetsAssets which may be reasonably requested by the Buyer and its Representatives (including without limitation experience rating information and insurance claims history, including marketing fee, branding and promotional agreements and arrangements, all contracts relating to Leased Personnel and Current Employees) and shall use commercially reasonable efforts to make available, or cause to be made available, such personnel of the Seller and its Affiliates as may be reasonably requested for the purposes furnishing of reviewing (i) such data and information. From the Effective Date through the Closing Statement delivered to Buyer pursuant to Section 2.9(b) Date or termination of this Agreement and (ii) interim financial statements Agreement, the Buyer may have a representative on-site at the Tulsa Refinery to consult with the manager of the Business to verify that there has not been a Material Adverse EffectTulsa refinery regarding transition planning; provided, however, that no Seller nor any Affiliate of Seller nothing in this Section 5.4.1 will affect the Tulsa manager’s independent control and authority over the operation of, and decisions regarding, the Business and the Assets. Any information obtained by the Buyer or its employees, Representatives, consultants, attorneys, agents, lenders and other advisors under this Section 5.4.1 shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted confidentiality and use restrictions contained in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Confidentiality Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. During the period commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Closing and upon reasonable advance notice from Purchaser, the Sellers shall (aand shall cause their Affiliates and Representatives to) Seller shall afford to Buyer allow Purchaser and its Representatives reasonable access, upon reasonable notice during normal business hoursRepresentatives, during the period prior to the Closing, to the properties, books, Contracts, records applicable Seller’s normal business hours and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere without unreasonable interference with the operation of the Everest Plus Business (a) full access to, and the right to inspect, all premises, properties, assets, Books and Records (including Tax records), Contracts, and such materials and information about the Everest Plus Business, the Purchased Assets, and none the Assumed Liabilities as Purchaser may reasonably request, and (as applicable) to allow Purchaser and its Representatives to make copies thereof, all of Buyer or any which shall be provided in an organized fashion and so as to facilitate an orderly review, and (b) reasonable access to specified members of its Affiliates or Representatives shall communicate with any management of the employees Everest Plus Business as the parties may reasonably agree and, with the approval of the Business without the prior written consent of Seller, which consent shall Sellers (not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything ), such other persons as may be reasonably necessary to the contrary in this Agreementconsummation of the Transactions; provided, neither Seller nor however, that the foregoing shall not (i) preclude any Affiliate discussions prior to Closing between Purchaser and its Representatives, on the one hand, and any Business Employees, on the other, regarding terms of Seller shall be required their potential employment with Purchaser after Closing; (ii) require the Sellers to provide access to or disclose information where, upon the advice of counsel, any such access or disclose any information to the extent the provision of such access or such disclosure would jeopardize contravene Applicable Law or Educational Law, result in a breach of attorney-client privilege or contravene similar privilege, or violate any Laws. confidentiality or nondisclosure agreement or similar agreement or arrangement to which the Sellers or any of their respective Subsidiaries are a party; and (ciii) At unreasonably disrupt the normal operations of the Everest Plus Business or the Sellers or any of their respective Subsidiaries. Purchaser acknowledges and after agrees that any contact by Purchaser and its Representatives with any employees or members of management of the ClosingEverest Plus Business shall be arranged and supervised by designated Representatives of the Sellers, each Party shallunless the Sellers otherwise expressly consents with respect to any specific contact. No investigation by Purchaser or receipt of information by Purchaser pursuant to this Section 4.4 or any other provision of this Article IV shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Sellers in this Agreement and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access not be deemed to the properties, books, Contracts, records and employees related to the Business and/or related to amend or supplement the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable LawsDisclosure Schedule. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller From the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Article VIII, the Company shall (a) afford to Buyer Acquiror and its Representatives reasonable access, upon reasonable notice during normal business hours, during access to and the period prior right to the Closing, to reasonably inspect all of the properties, booksassets, Contractspremises, records books and personnel of Seller records, Contracts and other documents and data related to the Company and its Subsidiaries; (b) furnish Acquiror and its Representatives with such financial, operating and other data and information related to the Company and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it as Acquiror or any of its Affiliates Representatives may be subject reasonably request; and (c) instruct the Representatives of the Company to cooperate with Acquiror in discharging their obligations its investigation of the Company and its Subsidiaries. Any investigation or access afforded pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a6.2(a) shall be conducted in such a manner as not to interfere unreasonably interfere with the operation conduct of the Businessbusiness of the Company and its Subsidiaries or violate the terms of any Contract and to preserve all attorney-client, work product, or other legal or similar privilege with respect thereto. No investigation by Acquiror or other information received by Acquiror shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company in this Agreement. (b) From the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Article VIII, Acquiror shall (a) afford the Company and none its Representatives reasonable access to and the right to reasonably inspect all of Buyer the properties, assets, premises, books and records, Contracts and other documents and data related to Acquiror and its Subsidiaries; (b) furnish the Company and its Representatives with such financial, operating and other data and information related to Acquiror and its Subsidiaries as the Company or any of its Affiliates Representatives may reasonably request; and (c) instruct the Representatives of Acquiror to cooperate with the Company in its investigation of Acquiror and its Subsidiaries. Any investigation or Representatives access afforded pursuant to this Section 6.2(b) shall communicate be conducted in such manner as not to interfere unreasonably with any the conduct of the employees business of Acquiror and its Subsidiaries or violate the Business without terms of any Contract and to preserve all attorney-client, work product, or other legal or similar privilege with respect thereto. No investigation by the prior written consent of SellerCompany or other information received by the Company shall operate as a waiver or otherwise affect any representation, which consent shall not be unreasonably withheld, conditioned warranty or delayed. Notwithstanding anything to the contrary agreement given or made by Acquiror in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At Acquiror and after the Closing, each Party shallCompany shall comply with, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective RepresentativesRepresentatives to comply with, during normal business hoursall of their respective obligations under the Confidentiality Agreement, upon reasonable noticeeffective as of August 26, consistent with applicable Law 2020, between Acquiror and the Company’s wholly-owned Subsidiary, Envirotech Drive Systems Incorporated, which shall survive the termination of this Agreement in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsterms set forth therein. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller During the period from the date of this Agreement until the Closing, Buyer and its representatives shall afford be given reasonable access upon reasonable prior notice and during times mutually convenient to Buyer and senior management of the Company to the facilities, properties, and key management employees, books and records of the Business as from time to time may be reasonably requested, and provided the same would not cause undue disruption of the activities of the Business, for the purpose of permitting Buyer to, among other things: (a) conduct its Representatives reasonable accessdue diligence review, (b) review the financial statements of the Company, (c) verify the accuracy of the representations and warranties of the Sellers contained in this Agreement, and (d) prepare for the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, Seller and the Company will permit the Buyer and its representatives to have access during normal business hours to examine and make copies of all work papers and schedules of the Company and its accountants. In connection therewith, the Buyer shall be permitted to discuss the business affairs and financial statements of the Company with the Company’s accountants, and to review the work papers of such accountants regarding the Company. (b) In order to facilitate the resolution of any third party claims made by or against or incurred by Seller or any Seller Indemnitee, after the Closing, upon reasonable notice and at Seller’s expense, Buyer shall (i) afford the officers, members, managers and authorized agents and representatives of Seller reasonable access, during normal business hours, during the period prior to the Closingoffice, to the properties, booksbooks and records of the Company, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim furnish to the officers, members, managers and authorized agents and representatives of Seller such additional financial statements and other information regarding the Company and/or those operations of the Business Business, and the assets, properties and financial condition thereof, as Seller or any such officer, member, manager or authorized agent or representative may from time to verify that there has not been a Material Adverse Effecttime reasonably request, and (iii) make available to Seller, the employees of the Company or the employees of Buyer engaged in the Business, or any other person whose assistance, testimony or presence is necessary to assist Seller or any of Seller Indemnitees to evaluate any of such claims or in defending any of such claims, including the presence of such persons as witnesses in hearings or trials; provided, however, that no Seller nor any Affiliate of Seller such investigation shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none operations of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any LawsAffiliates. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall, and shall afford to Buyer cause the Company and its Representatives officers, directors, employees and agents to, afford the officers, employees and agents of Purchaser complete access at all reasonable access, upon reasonable notice during normal business hours, during the period prior times to the ClosingCompany's officers, to the employees, agents, properties, facilities, books, Contracts, records and personnel of Seller contracts and shall furnish Purchaser all financial, operating and other data and information as Purchaser through its Subsidiaries related officers, employees or agents, may reasonably request. Purchaser will hold and will cause its respective representatives to hold in strict confidence all documents and information concerning the Company furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the Business and the Purchased Assets, including for the purposes of reviewing extent that such information can be shown to have been (i) previously known by Purchaser (or its respective affiliates) prior to its disclosure to Purchaser by Seller or the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and Company, (ii) interim in the public domain through no fault of Purchaser or (iii) later lawfully acquired by Purchaser (or its respective affiliates) from other sources and will not release or disclose such information to any other person, except in connection with this Agreement to their respective auditors, actuaries, attorneys, financial statements advisors and other consultants or advisors, and to responsible financial institutions, partnerships and individuals after Purchaser has made reasonable efforts to cause such financial institutions, partnerships and individuals to agree to be bound by the provisions of this Section 6.4 as if the reference to Purchaser herein were to them (it being understood that such persons shall be informed by Purchaser of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate confidential nature of Seller such information and shall be directed by Purchaser to treat such information confidentially) and provided that Purchaser and its respective representatives may provide such documents and information in response to judicial or administrative process or applicable governmental laws, rules, regulations, orders or ordinances, but only that portion of the documents or information which, on the advice of counsel, is legally required to take any action for which it is reasonably foreseeable be furnished, and provided that a Liability will be created for violating an obligation of confidentiality to which it or any Purchaser notifies the Company of its Affiliates may obligation to provide such information prior to such disclosure and fully cooperates with the Company to protect the confidentiality of such documents and information under applicable law. If the transactions contemplated by this Agreement are not consummated, such confidence shall be subject maintained except to the extent such information can be shown to have been (i) previously known by Purchaser, prior to its disclosure to Purchaser by the Company, (ii) in discharging their obligations pursuant the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser or its affiliates, from other sources, and, if requested by the Company, Purchaser will destroy or return to this Section 5.6(a)the Company all copies of written information furnished by the Company to Purchaser or its affiliates, agents, representatives or advisers. (b) Buyer agrees that any No investigation undertaken pursuant to the access granted under this Section 5.6(a) 6.4 shall be conducted in such a manner as not to unreasonably interfere with the operation affect any representations or warranties of the Business, and none of Buyer parties herein or any of its Affiliates or Representatives shall communicate with any the conditions to the obligations of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Lawsparties hereto. (c) At Schedules may be prepared and submitted by the Company after the Closingdate of this Agreement; provided however, each Party shall, that any schedule which is not attached hereto at the time that Purchaser executes this Agreement shall not be subsequently attached hereto or incorporated herein unless the form and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient substance of such request, reasonable access schedule is acceptable to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or Purchaser in its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawssole discretion. (d) Notwithstanding Following the provisions of this Closing, Purchaser will permit reasonable access to the Company's records and personnel at reasonable times and upon reasonable notice in order that Seller may have the opportunity to analyze the Final Balance Sheet prepared by Purchaser as described in Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery10.3.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period At all times prior to the Closing, the Company shall afford Purchaser and its Representatives access, during normal business hours upon reasonable notice, to (a) all of the assets, properties, books, Contracts, records Business Books and personnel Records and Contracts of Seller the Company and its Subsidiaries related to the Business and the Purchased AssetsSubsidiaries, including for the purposes all such tangible records or representations of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; any Company Intellectual Property, provided, however, that no Seller nor any Affiliate (i) such access will not unreasonably disrupt the Company of Seller shall the its Subsidiaries’ operations; (ii) the Company and its Subsidiaries will not be required to take disclose any action for which it is reasonably foreseeable information that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or privilege, contravene any Laws. applicable Law or violate any agreement binding on any such entity as of the date of this Agreement (so long as the Company has reasonably cooperated with Purchaser to permit such access of or to disclose such information on a basis that does not: (A) waive such privilege, (B) contravene any applicable Law or (C) violate any agreement binding on any such entity with respect thereto); and (iii) such access will not include the sampling of the indoor or outdoor air and vapor, soil, surface water or groundwater without the Company’s prior written consent, (b) all other information concerning the business, assets, properties and personnel (subject to restrictions imposed by applicable Law) of the Company and its Subsidiaries as Purchaser may reasonably request, and (c) At all employees of the Company and after its Subsidiaries as identified by Purchaser. The Company agrees to provide to Purchaser and its accountants, counsel and other Representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation conducted pursuant to this Section 6.16 (Access to Information) or otherwise shall affect or be deemed to qualify, limit, modify, amend or supplement any representation or warranty contained herein or in the ClosingDisclosure Schedules, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and conditions to the obligations of the parties to consummate the Transactions in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records terms and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6Agreement, while or the existence rights of an adversarial proceeding between the parties will not abrogate Purchaser or suspend the provisions any Indemnified Party under or arising out of a breach of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryAgreement.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior Prior to the Closing, and under the supervision of the Monitoring Trustee, Seller shall, and shall cause those of its Subsidiaries that own or operate the Business to, give Purchaser and its Representatives, upon reasonable advance notice and during regular business hours, reasonable access to the properties, books, Contractsrecords, records personnel, officers and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements facilities of the Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to verify that there has not been as a Material Adverse EffectPhase II Environmental Assessment) without the advance written consent of Seller, and without executing a customary access and indemnity agreement in respect thereto); provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the such access granted under Section 5.6(a) 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 unreasonably interfere with the operation normal operations of the Business, businesses of Seller and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayedSubsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the contrary in date of this Agreement, neither Seller nor any Affiliate 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 shall be required to provide access to or disclose information where, upon the advice any of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates toor predecessors, afford the other Partyor any related material, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations except to the extent that any such access may Tax Return or related material relates solely to the Transferred Entities, the Business or the Transferred Assets, (b) any information if making such information available would (i) reasonably be reasonably requested by the other, including likely to result in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions a waiver of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records any attorney-client or other legal privilege, or (ii) contravene the Remedy, any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or any of its Affiliates is a party) (it being understood that Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such Law, duty or agreement), or (c) any information directly pertinent to such dispute, that is not in the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules possession or control of discoverySeller or its Subsidiaries.

Access to Information. (ai) From and after the date of this Agreement, to and including the Closing Date, Seller (A) shall afford provide to Buyer the officers, employees, attorneys, accountants, and its Representatives other authorized representatives of Purchaser (the "Representatives") reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closinghours and upon reasonable notice, to the offices, facilities, properties, booksbooks and records (including, Contractswithout limitation, records accounting, auditing and personnel tax work papers) of Seller and its Subsidiaries related relating to the Business and the Purchased Assets, including for to the purposes employees, consultants, customers, suppliers and (with the Seller's participation) marketing partners of reviewing Seller involved with the Business, to the Members (iother than those whose membership was acquired pursuant to an Excluded Contract) and Merchants, and (with the Seller's participation) the Closing Statement delivered independent public accountants of Seller in order that Purchaser may have a full opportunity to Buyer pursuant make such legal, financial, accounting, tax and other reviews or investigations of the Business and the Assets as it reasonably shall desire to Section 2.9(bmake, (B) shall furnish, and cause the officers and employees of this Agreement Seller to furnish, to Purchaser and its Representatives such additional financial, tax and operating data and other information as to the Assets and the Business as Purchaser shall from time to time reasonably request, and (C) shall otherwise reasonably cooperate in permitting Purchaser to investigate the business, properties and financial condition of Seller relating to the Business and the Assets. (ii) interim financial statements From and after the Closing Date each party shall afford to the other, its counsel, its accountants and its authorized representatives, during normal business hours upon (Page 42 of 252 Pages) reasonable notice, reasonable access to the books, records and other data of Seller (including those conveyed to Purchaser hereunder and all accounting, auditing and tax work papers) relating to the Business, the Assets, the Assumed Liabilities and the Excluded Liabilities and the right to make copies and extracts therefrom, to the extent that such access is required by the requesting party (x) to facilitate the investigation, litigation and final disposition of any claims which may have been made against any party or its Affiliates or (y) for any other legitimate business purpose. Each party may take such action as it deems reasonably appropriate to separate or redact information unrelated to the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations from documents and other materials requested and made available pursuant to this Section 5.6(a)4.2(ii) and to condition access to materials that it deems confidential to the execution and delivery of an agreement by the other party not to disclose or misuse such information. Each party shall, upon the written request and at the requesting party's expense, make personnel available to assist in locating and obtaining any books and records to the extent that they relate to the condition or operation of the Business prior to the Closing and make personnel available whose assistance, participation or testimony is reasonably required in anticipation of, preparation for or the prosecution or defense of any investigation and final disposition of any claims, actions or proceeds of a governmental authority. (biii) Buyer agrees that any investigation undertaken pursuant From and after the date of this Agreement to and including the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with Closing Date, Seller will keep Purchaser informed of all material developments concerning the Excluded Contracts, the operation of the Business, the condition of the Assets and none the financial results of Buyer the Business. (iv) From and after the date of the Agreement to and including the Closing Date, Seller shall promptly disclose to Purchaser in writing any information set forth in the (Page 43 of 252 Pages) Disclosure Schedules which no longer is accurate and any information which would have been required to be included in the Disclosure Schedules if such information had been known on the date of this Agreement, including, without limitation, any event or any of its Affiliates or Representatives shall communicate with condition that would cause any of the employees representations and warranties to be inaccurate as if such representation or warranty were made on or as of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient date of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller event or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawscondition. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller Subject to the terms of the Confidentiality Agreement and applicable Laws and Orders, during the period from the execution and delivery of this Agreement by the Parties through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VII, (i) the Company shall afford provide to the Buyer (A) within thirty (30) days following the end of each calendar month during such period, copies of monthly consolidated financial statements of the Sellers prepared in the ordinary course of business, together with a cash flow statement that includes cash flows for operating, investing and financing and relevant details, in each case in accordance with GAAP, consistently applied, and (B) within five (5) months following the end of a fiscal year (including fiscal year 2020), audited consolidated financial statements of the Sellers prepared in the ordinary course of business and in accordance with GAAP, consistently applied, and (ii) the Sellers shall permit the Buyer and its Representatives to have reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closinghours and upon reasonable advance notice, to the offices, facilities, assets, properties, booksmanagement-level and other employees and books and records of the Sellers, Contractsand shall furnish, records and personnel of Seller and its Subsidiaries related or cause to be furnished, to the Business Buyer such financial and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations, in each case, as the Purchased Assets, including for Buyer shall from time to time reasonably request in connection with the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effecttransactions contemplated hereby; provided, however, that no nothing herein shall obligate the Sellers to produce any such information in connection with any Action commenced or threatened by or on behalf of the Buyer against any Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations Seller Related Party. All access and investigation pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to 5.07 shall be coordinated through the access granted under Section 5.6(a) Company’s general counsel or the designee thereof and shall be conducted at the Buyer’s expense and in such a manner as not to unreasonably interfere with the operation normal operations of the BusinessBusinesses. Notwithstanding anything to the contrary contained herein or otherwise, and none no Seller shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to (1) jeopardize the attorney-client privilege, (2) contravene any Law, (3) result in the disclosure of competitively sensitive information, in which case Sellers will limit disclosure of such competitively sensitive information to outside counsel or other outside advisers for the Buyer, or (4) relate to the Sellers’ sale process, including any information related to proposals from other Persons relating to any other potential transaction with the Sellers, provided that in each of clauses (1) – (4) above that the Company shall provide notice to the Buyer or any of its Affiliates or Representatives shall communicate with any that information is being so withheld in a manner that does not result in the disclosure of the employees underlying information and the Parties shall use commercially reasonable efforts to enter into reasonable and customary arrangements that would permit such access to be provided or information to be disclosed without jeopardizing such privilege, contravening such Law or resulting in the disclosure of such competitively sensitive information, as applicable. Notwithstanding anything to the Business contrary contained herein or otherwise, prior to the Closing, (x) without the prior written consent of Seller, the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to ), the contrary in this Agreement, neither Seller nor any Affiliate of Seller Buyer shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shallnot, and shall cause its Affiliates and its Representatives not to, afford contact any vendor, customer, partner or other Person with whom any Seller has a business relationship regarding the other Partybusiness, operations, assets, financial condition or prospects of any Seller or this Agreement or the transactions contemplated hereby, and (y) the Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sellers without the prior written consent of the Sellers; provided, however, that, for the avoidance of doubt, nothing in this Agreement shall (I) prevent the Buyer or any of its Affiliates (or their Representatives) from communicating with any Person in the ordinary course of business unrelated to the transactions contemplated herein or from taking actions or fulfilling obligations in connection with Section 5.05, or (II) limit the last sentence of Section 11 of the Confidentiality Agreement. Notwithstanding anything in this Agreement to the contrary, no access or information provided by or on behalf of the Sellers pursuant to this Section 5.07 will modify any of the representations or warranties of the Parties contained in this Agreement or the conditions hereunder to the obligations of the Parties. (b) The Parties agree that the terms of the Confidentiality Agreement are incorporated herein by reference and their respective Representativesshall continue in full force and effect until the Closing. The Buyer shall hold, during normal business hoursand shall cause its Representatives (as defined in the Confidentiality Agreement) to hold, upon reasonable notice, consistent with applicable Law and any Confidential Information (as defined in the Confidentiality Agreement) in confidence in accordance with the procedures established by terms of the recipient Confidentiality Agreement, which terms shall apply to the Buyer as if it were a party thereto. Following a termination of this Agreement pursuant to Article VII, the terms of the Confidentiality Agreement, including, for the avoidance of doubt, the confidentiality obligations and the non-solicit and standstill restrictive covenants set forth in Sections 11 and 6, respectively, of the Confidentiality Agreement shall continue in full force and effect until the later of (i) the remaining term thereof set forth therein and (ii) the first anniversary of the date of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions termination of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryAgreement.

Access to Information. (a) Seller Aon shall cause the Companies to afford to the officers, employees and authorized representatives of Buyer (including independent public accountants and its Representatives attorneys) and Buyer’s financing sources (and their authorized representatives) reasonable access, upon reasonable notice access during normal business hours, during the period prior to the Closingupon reasonable advance notice, to the offices, properties, booksemployees, Contractsrepresentatives (including accountants, attorneys and other professionals), and business and financial records (including computer files, retrieval programs and personnel similar documentation and accountants’ work papers) of Seller the Companies and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered shall furnish to Buyer pursuant to Section 2.9(bor its authorized representatives such additional information (including copies of such information) of this Agreement and (ii) interim financial statements of concerning the Business to verify that there has not been a Material Adverse EffectCompanies as shall be reasonably requested; provided, however, that no Seller nor any Affiliate of Seller (i) the Companies shall not be required to take violate any action for which it is reasonably foreseeable that a Liability will be created for violating an Requirements of Law or Court Order, or legal or contractual obligation of confidentiality to any third party to which it the Companies are subject or to waive any of its Affiliates attorney-client privilege which they may be subject possess in discharging their obligations pursuant to this Section 5.6(a). 7.1; and (bii) Buyer shall not, without the prior written consent of Aon, which shall not be unreasonably withheld or delayed, contact or communicate with any vendor, customer, or other business partner of the Companies with respect to or in connection with the transactions contemplated hereby. Buyer agrees that any such investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to interfere unreasonably interfere with the operation operations of the Business, and none Companies. In the event that Aon shall have determined that it may not disclose any information requested by Buyer under this Section 7.1 as a result of Buyer a legal or any contractual obligation of its Affiliates or Representatives shall communicate with confidentiality to a third party to which any of the employees of the Business without the prior written consent of SellerCompanies are subject, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party if Buyer so requests it shall, and shall cause its Affiliates each of the applicable Companies to, afford use its commercially reasonable efforts to obtain the other Partyconsent or waiver of such third party to the disclosure requested by Buyer hereunder as promptly as practicable following Buyer’s request. Notwithstanding the foregoing, the obligations of Aon pursuant to this Section 7.1 shall be subject to the right of Aon to determine, in its Affiliates and their respective Representativesdiscretion, during normal business hours, upon reasonable notice, consistent with applicable Law and the appropriate timing of the disclosure of information they reasonably deem to be highly sensitive or privileged information. The parties shall act at all times in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records terms and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryConfidentiality Agreement.

Access to Information. (a) During the Pre-Closing Period, each Seller Group member and the Additional Seller Group Company shall afford to Buyer Purchaser and its Representatives accountants, counsel and other Representatives, reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation normal operations of the Business, during normal business hours and none upon reasonable advance notice, to (i) the properties, personnel, books, contracts, commitments and records included in, or related to, the Acquired Assets, including financial information, Tax records, and full file wrappers for all Acquired Patents and Patent applications to the extent available; and (ii) such other information concerning the Business and the Acquired Assets as Purchaser may reasonably request, in each case for purposes of Buyer consummating the Transactions. (b) Subject to compliance with Applicable Law, during the Pre-Closing Period, each of Purchaser and Seller shall confer on a regular and frequent basis with one or any of its Affiliates or Representatives shall communicate with any more representatives of the employees other party to report operational matters of materiality and the Business without the prior written consent general status of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. ongoing operations. (c) Notwithstanding anything to the contrary in this Agreement, neither no Seller nor any Affiliate of Group member or the Additional Seller Group Company shall be required to provide access to or disclose information where, upon the advice of counsel, any such access or disclose any such information to Purchaser or its Representatives if such disclosure would would, in Seller’s reasonable judgment with advice from counsel, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any Applicable Laws. (c) At and after the Closing, each Party shallincluding antitrust or competition laws or privacy laws. The Parties acknowledge that, and shall cause its Affiliates toon a case by case basis, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable any access to the properties, books, Contracts, records and employees related information or discussions pursuant to the Business and/or related to the Seller or its prior business operations to the extent that such access this Section 6.1 may be reasonably requested by the other, including subject to “counsel to counsel” or “clean team” restrictions in connection with financial statements, taxes, reporting obligations and order to ensure compliance with applicable Lawsantitrust laws and/or a Party’s confidentiality obligations vis-à-vis third parties. (d) Notwithstanding the provisions of No information or knowledge obtained in any investigation pursuant to this Section 5.6, while 6.1 or otherwise shall affect or be deemed to modify any representation or warranty contained herein or the existence conditions to the obligations of an adversarial proceeding between the parties will not abrogate or suspend Parties to consummate the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryAcquisition.

Access to Information. (a) Seller shall afford From the date of this Agreement until (x) with respect to Buyer the Companies other than ALS Financing, the First Closing Date and its Representatives reasonable access(y) with respect to ALS Financing, the Second Closing Date, upon reasonable notice during normal business hoursprior written notice, during 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 period prior attorney-client privilege), contractual confidentiality obligations and privacy rights of residents, Seller shall, and shall cause each of the Companies and each such Person's respective Representatives to: (i) afford the Representatives of Acquiror reasonable access to the Closingoffices, properties, books and records of the Companies; (ii) furnish to the properties, books, Contracts, records Representatives of Acquiror such additional financial and personnel operating data and other information regarding the Companies' businesses conducted by them as Acquiror may from time to time reasonably request; and (iii) afford the Representatives of Acquiror and its Affiliates reasonable access to the employees of Seller and its Subsidiaries related their Affiliates in respect of the Companies (and the businesses conducted by the Companies) and use their reasonable commercial efforts (without any requirement of Seller and the Companies or any of their respective Representatives to incur any expense to a third party) to make available to the Business Representatives of Acquiror and its Affiliates the Purchased Assetsemployees of third party outsourcing companies who provide services to, including for and are located on the purposes of reviewing (i) premises of, the Closing Statement delivered Companies, in each case, whose assistance and expertise is necessary to Buyer pursuant assist Acquiror in connection with Acquiror's preparation to Section 2.9(b) of this Agreement integrate the Companies and (ii) interim financial statements of their businesses and personnel into Acquiror's organization following the Business to verify that there has not been a Material Adverse Effectapplicable Closing; provided, however, that no Seller nor any Affiliate of Seller such investigation shall be required to take on a basis and follow procedures that the parties shall mutually agree, and shall not unreasonably interfere with any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it the businesses or operations of Seller, the Companies or any of its their respective Affiliates; and provided, further, that the auditors and accountants of Seller, the Companies or any of their respective Affiliates may shall not be subject obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in discharging their obligations form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by Seller or any of the Companies, Acquiror shall enter into a customary joint defense agreement with any one or more of Seller and the Companies with respect to any information to be provided to Acquiror pursuant to this Section 5.6(a5.02(a). (b) Buyer agrees that any investigation undertaken pursuant In addition to the access granted provisions of Section 5.03, from and after (x) with respect to the Companies other than ALS Financing, the First Closing Date and (y) with respect to ALS Financing, the Second Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns and the determination of any matter relating to the rights or obligations of Seller or its respective Affiliates under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Businessthis Agreement, upon reasonable prior written notice, and none except as determined in good faith to be appropriate to ensure compliance with any applicable Laws (including any rights of Buyer any current or any former employee of its Affiliates or Representatives shall communicate with any of the employees Companies with respect to privacy or confidentiality of such employee's personnel, medical and other records and information) and subject to any applicable privileges (including the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At privilege), privacy rights of residents, contractual confidentiality obligations and after the Closingprivacy rights of residents, each Party Acquiror shall, and shall cause its Affiliates to, afford the other Party, its Affiliates Companies and their respective RepresentativesAffiliates and Representatives to: (i) afford the Representatives of Seller and its Affiliates reasonable access, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the offices, properties, books, Contracts, books and records of the Companies and employees related the businesses conducted by them; (ii) furnish to Seller and its respective Affiliates and Representatives such additional financial and other information regarding the Business and/or related to Companies and the businesses conducted by them as Seller or its prior business operations respective Representatives may from time to time reasonably request; and (iii) make available to the extent Representatives of Seller and its Affiliates the employees of Acquiror and its Affiliates in respect of the Companies and the businesses conducted by them whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Seller or any of the respective Affiliates in connection with Seller's inquiries for any of the purposes referred to above, including, at Seller's sole cost and expense, reimbursement to Acquiror or such Affiliates; provided, that the requesting party will reimburse Acquiror for the reasonable value of the time and any out-of-pocket expenses of such Persons who appear as witnesses in hearings or trials at the request of Seller; provided, however, that such investigation shall be on a basis and follow procedures that the parties shall mutually agree, and that such investigation shall not unreasonably interfere with the business or operations of Acquiror or any of its Affiliates; provided, further, that the auditors and accountants of Acquiror or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access may be to work papers in form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by Acquiror, Seller or the other, applicable Affiliate thereof shall enter into a customary joint defense agreement with Acquiror and its Affiliates (including in connection the Companies) with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of respect to any information to be provided to Seller pursuant to this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery5.02(b).

Access to Information. (a) Seller shall afford From the date hereof until Closing, each Bargo Entity will us▇ ▇▇▇ reasonable best efforts to Buyer give Future, and its Representatives attorneys and other representatives, access at all reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing times (i) to the Closing Statement delivered Properties and to Buyer pursuant any contract files, lease or other title files, production files, well files and other files of the Bargo Entities perta▇▇▇▇▇ to Section 2.9(b) the ownership of this Agreement the Properties, and (ii) interim financial statements the books and records of SCL, and each Bargo Entity will use ▇▇▇ reasonable best efforts to arrange for Future, and its attorneys and other representatives, to have access to any such files or records in the Business office of Bargo. Each Bargo Ent▇▇▇ ▇hall no▇ ▇▇ obligated to verify provide Future with access to any records or data which such Bargo Entity cannot ▇▇▇▇▇de to Future without, in its reasonable opinion, breaching confidentiality agreements with other parties. Future recognizes and agrees that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required all materials made available to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations (whether pursuant to this Section 5.6(a)or otherwise) in connection with the Properties are made available to it as an accommodation and without representation or warranty of any kind as to the accuracy and completeness of such materials. (b) Buyer agrees that any investigation undertaken From the date hereof until Closing, Future shall afford to Bargo and to the offi▇▇▇▇, employees, accountants, counsel, financial advisors and other representatives of Bargo, reasonable acc▇▇▇ ▇uring normal business hours to the premises, books and records of Future and the Subsidiaries and will furnish to the Bargo (i) a copy of e▇▇▇ report, schedule, registration statement and other documents filed by it during such period pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation requirements of the Businessfederal or state securities laws, and none of Buyer or any of (ii) such other information with respect to its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent business and properties as Bargo reasonably requ▇▇▇▇. Future shall not be unreasonably withheldobligated to provide Bargo with access to ▇▇▇ ▇ecords or data which Future cannot provide to Bargo without, conditioned in its ▇▇▇▇onable opinion, breaching confidentiality agreements with other parties. Bargo recognizes and ▇▇▇▇es that all materials made available to it (whether pursuant to this Section or delayed. Notwithstanding anything otherwise) are made available to it as an accommodation and without representation or warranty of any kind as to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At accuracy and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient completeness of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsmaterials. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Between the date of this Agreement and the Closing Date, Seller shall, subject to any restrictions as to confidentiality applicable to Seller whether by law, agreement or contract, (i) give Buyer Group and its authorized representatives reasonable access to all books, records, work papers, personnel, offices and other facilities and properties of the Business and its accountants; (ii) permit Buyer Group and its authorized representatives to make such copies and inspections thereof (to the extent related to the Business) as any of them may reasonably request; (iii) subject to the required consents of any property owners, if any, permit Buyer Group and its authorized representatives to conduct a reasonable environmental investigation of the Business and the Real Property, including, at the discretion of the Buyer Group, to collect reasonable samples of soil, groundwater, surface water, other environmental media and suspect asbestos-containing building materials; provided that Seller shall afford have the right to review and comment on any scope of work for such investigation, shall be given copies of all draft and final reports and test results and shall have the right to take split samples of any samples taken; and (iv) cause the officers of Seller to furnish Buyer Group and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records authorized representatives with such financial and personnel of Seller operating data and its Subsidiaries other information related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements properties of the Business Business, excluding, however, such data and other information related primarily to verify that there has not been a Material Adverse Effectthe Retained Business, as any of them may from time to time reasonably request; provided, however, that no Seller nor any Affiliate of Seller such access shall be required upon reasonable notice and conducted during normal business hours under the supervision of Seller's personnel and in such a manner as to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation maintain the confidentiality of confidentiality to which it or any this Agreement and the transactions contemplated hereby and not interfere unreasonably with the normal operations of its Affiliates may be subject in discharging their obligations pursuant to the Business, except as otherwise contemplated by this Section 5.6(a)Agreement. (b) Both Buyer agrees Group and Seller agree that authorized representatives of each shall meet at the request of either Buyer Group or Seller in order to discuss any investigation undertaken pursuant to material changes in the access granted under Section 5.6(a) shall be conducted information set forth in such a manner as not to unreasonably interfere with the operation of Disclosure Schedules or the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any LawsDisclosure Schedules. (c) At Except to the extent that the Closing shall have occurred (and after the Closingsubject to Section 5.11 hereof), each Party shall, Buyer Group shall keep confidential and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representativespartners, during normal business hoursmanagement, upon reasonable noticeofficers, consistent with applicable Law directors, employees and in accordance with the procedures established by the recipient of such request, reasonable access advisors to the properties, books, Contracts, records and employees keep confidential all nonpublic information related to the Business and/or related and Seller, except as required by order of a court having competent jurisdiction, in which case Buyer Group shall notify Seller to the allow Seller a reasonable amount of time to prepare appropriate motions or its prior business operations to the extent otherwise intervene with such court to block such disclosure, and except for information that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions becomes public other than as a result of a breach of this Section 5.6, while 5.2. Seller shall use its reasonable efforts to enforce any confidentiality agreements relating to the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryBusiness on Buyer's behalf at Buyer's request and cost.

Access to Information. (a) Seller shall After Closing, Purchaser will, and will cause its counsel and independent public accountants to, afford to Buyer representatives of Seller, including its counsel and its Representatives accountants, reasonable access, access at reasonable times upon reasonable prior notice during normal business hours, during the period prior and at Seller's expense to the Closing, to the properties, all books, Contractsrecords, records files and personnel of Seller and its Subsidiaries documents related to the Company or the Transmission Business and the Purchased Assets, including for the purposes of reviewing in order to permit Seller (i) to prepare and file its tax returns and to prepare for and participate in any investigation with respect thereto, (ii) to prepare for and participate in any other investigation and defend any litigation relating to or involving the Closing Statement delivered Seller, the Company or the Transmission Business for which Seller may be responsible, (iii) to Buyer pursuant to Section 2.9(b) of discharge its obligations under this Agreement and the other Operative Documents to which it is a party and for other reasonable purposes, and Purchaser will afford Seller reasonable assistance in connection therewith. Purchaser will cause such records to be maintained for not less than six years from the date of Closing (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effector, if longer, any period required by applicable Legal Requirements); provided, however, that no in the event that Purchaser transfers all or a portion of the Transmission Business to any third party during such period, Purchaser may transfer to such third party all or a portion of the books, records, files and documents related thereto, provided such third party transferee expressly assumes in writing the obligations of Purchaser under this Section 6.2(b). Following the Closing Date, and to the extent reasonably necessary to permit Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). defend (bincluding, without limitation, any related investigation, appeal or settlement) Buyer agrees that any investigation undertaken pursuant lawsuit, mediation, enforcement action, arbitration, administrative hearing or other adjudicative proceeding relating to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Transmission Business, Purchaser agrees to afford Seller and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representativesaccountants and counsel, during normal business hours, upon at no cost to Seller other than reasonable noticeout-of-pocket expenses, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, (i) reasonable access to the properties, books, Contracts, records all employees of Purchaser or any of its Affiliates and employees related all witnesses subject to the Business and/or related control or direction of Purchaser or any of its Affiliates and (ii) reasonable access to all documents and records within the custody or subject to the Seller control of Purchaser or any of its prior business operations to Affiliates; provided, however, that in the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with event of any litigation nothing herein shall limit either party's rights of discovery under applicable Lawslaw. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) From the date hereof until the Closing Date, Seller shall afford to Buyer Parent and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior Sellers will to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing extent permitted by Applicable Law (i) give, and will cause each Company and each Subsidiary to give, Buyer, its personnel, counsel, financial advisors, auditors and other authorized representatives reasonable access to the Closing Statement delivered offices, properties, directors, officers, employees, books and records of the Companies and the Subsidiaries and to Buyer pursuant the books and records of Sellers relating to Section 2.9(b) of this Agreement the Companies and the Subsidiaries, (ii) interim furnish, and will cause each Company and each Subsidiary to furnish, to Buyer, its personnel, counsel, financial statements of advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it Companies or any of the Subsidiaries as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Sellers or the Companies or any of the Subsidiaries to cooperate with Buyer in its Affiliates may be subject in discharging their obligations investigation of the Companies or any of the Subsidiaries. Any investigation pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation conduct of the Business. Notwithstanding the foregoing, Buyer and none its representatives shall not prior to the Closing (A) have access to (1) personnel records of Buyer Company Employees located within the United States relating to individual performance or evaluation records, medical histories or other information the disclosure of which could subject the Companies or any of the Subsidiaries to risk of liability, (2) personnel records of Company Employees located outside the United States which would allow Buyer and/or its Affiliates representatives to directly or Representatives shall communicate with indirectly identify any of the employees of the Business without the prior written consent of Sellerindividual Company Employees, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary except in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that limited cases where such access may be reasonably requested permissible under Applicable Law (e.g., for a specific, legitimate purpose and subject to entering into an appropriate data transfer agreement between Seller Parent and Buyer at Seller Parent’s sole discretion, or subject to Company Employee consent where such may be validly provided under Applicable Law), (3) bids received by the other, including or on behalf of Sellers from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial statements, taxes, reporting obligations and compliance with applicable Laws. (danalysis) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as relating to such records bids or (4) any information the disclosure of which would adversely affect any legal privilege available to Sellers relating to such information or would cause Seller Parent, Sellers, any Company or any of the Subsidiaries to breach a confidentiality obligation (in which event Sellers shall use reasonable efforts to share such information in a manner that would not jeopardize any such privilege or violate such obligations) or (B) conduct or cause to be conducted any invasive sampling, testing or other information directly pertinent to such disputeinvasive investigation of the air, the parties may not utilize this Section 5.6 but rathersoil, absent agreementsoil gas, must utilize the rules of discoverysurface water, groundwater, building materials or other environmental media.

Access to Information. (aSubject to Section 2.3(c) Seller shall afford and Section 7.4(b), and subject to Buyer and its Representatives reasonable accessapplicable Law, upon reasonable notice during normal business hours, at all times during the period prior to commencing with the Closing, to the properties, books, Contracts, records execution and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) delivery of this Agreement and (ii) interim financial statements continuing until the earlier to occur of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate termination of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations this Agreement pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to 9.1 or Section 9.2 hereof and the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with Effective Time, the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party Company shall, and shall cause instruct each Company Subsidiary and each of its Affiliates to, afford the other Party, its Affiliates and their respective Representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) reasonable access during normal business hours, upon reasonable prior notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the officers, employees, agents, properties, booksoffices and other facilities of the Company or such Company Subsidiary and to the books and records thereof and (ii) furnish or cause to be furnished such information concerning the business, properties, Contracts, records assets, liabilities, personnel and employees related other aspects of the Company and the Company Subsidiaries as Parent, Merger Sub or any Parent Representative may reasonably request within a reasonable time following such request; provided, however, until the Effective Time, the Company shall not be required to (A) furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Business and/or related Confidentiality Agreement or any similar agreement with the Company with respect to such information or (B) provide access to or furnish any information if doing so would violate any applicable Law or Contract (provided that the Seller Company shall use its reasonable best efforts to seek the consent of the counterparty to such Contract to provide access to or its prior business operations furnish any such information to Parent and Merger Sub), or where such access to information would involve the waiver or loss of an attorney-client or work product privilege so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not compromise or waive such privilege with respect thereto; provided, however, that such access and information shall be disclosed or granted, as applicable, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent that such access may be reasonably requested by required for the other, including in connection with financial statements, taxes, reporting obligations and compliance purpose of complying with applicable Antitrust Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller From the date hereof until the Closing, upon reasonable notice, the Partnership shall, and the Partnership shall cause each of the Subsidiaries and each of the Partnership's and the Subsidiaries' officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford to Buyer the officers, employees and its Representatives authorized agents, accountants, counsel, underwriters, financing sources and representatives of the Purchaser reasonable access, upon reasonable notice during normal business hours, during to the period offices, properties, plants, other facilities, books and records of the Partnership and each Subsidiary (including access to the Partnership's 1996 financial audit work papers) and to those officers, directors, employees, agents, accountants and counsel of the Partnership and of each Subsidiary who have any knowledge relating to the Partnership, any Subsidiary or their respective businesses and (ii) furnish to the officers, employees and authorized agents, accountants, counsel, underwriters, financing sources and representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties and goodwill of the Partnership (excluding any Returns or other Tax information of the Parent Entities or the Sellers), the Subsidiaries and their respective businesses (or legible copies thereof) as the Purchaser may from time to time reasonably request, including, without limitation, any financial information or other information that will be required in connection with the IPO. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers prior to the Closing, to for a period of seven years after the propertiesClosing, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing Purchaser shall (i) retain the books and records of the Partnership and the Subsidiaries relating to periods prior to the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements in a manner reasonably consistent with the prior practice of the Business to verify that there has not been a Material Adverse EffectPartnership and the Subsidiaries; provided, however, that no Seller nor any Affiliate of Seller Tax-related books and records shall be required to take any action maintained for which it is reasonably foreseeable that a Liability will be created for violating an obligation period of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to ten years after the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the BusinessClosing Date, and none of Buyer or any of its Affiliates or Representatives prior to disposal thereof the Purchaser shall communicate with any of contact the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required Parent Entities and offer to provide access them with copies of any such books and records subject to or disclose information where, reimbursement of reasonable expenses; and (ii) upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates toreasonable notice, afford the other Partyofficers, its Affiliates employees and their respective Representativesauthorized agents and representatives of the Sellers reasonable access (including the right to make, at the Sellers' expense, photocopies), during normal business hours, upon reasonable notice, consistent with applicable Law to such books and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsrecords. (dc) Notwithstanding In order to facilitate the provisions resolution of this Section 5.6, while any claims made by or against or incurred by the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such disputePurchaser, the parties may Partnership or any Subsidiary after the Closing or for any other reasonable purpose, for a period of seven years following the Closing, the Parent Entities and the Sellers shall (i) retain the books and records of the Sellers which relate to the Partnership and the Subsidiaries and their operations for periods prior to the Closing and which shall not utilize this Section 5.6 but ratherotherwise have been delivered to the Purchaser, absent agreementthe Partnership or any Subsidiary; provided, must utilize the rules of discovery.however, that any Tax-related books and records shall be maintained

Access to Information. (a) Seller shall afford to Buyer From and after the date hereof and provided that the Purchaser (and its Representatives subsidiaries, taken together) holds, directly or indirectly not less than 10% of the issued and outstanding Company Common Stock (calculated on a fully diluted basis), the Company will, and will cause the Subsidiaries, and each of its and their respective officers, directors, employees, counsel, advisors and representatives (collectively, the "Company Representatives") to, provide Purchaser and its officers, employees, counsel, advisors and representatives (collectively, the "Purchaser Representatives") reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closinghours and upon reasonable notice, to the propertiesofficers, booksemployees, Contracts, records offices and personnel of Seller other facilities and its Subsidiaries related to the Business books and records of the Company and the Purchased AssetsSubsidiaries, including for as will permit Purchaser to make inspections of such as any of them may reasonably require and will cause the purposes of reviewing (i) Company Representatives and the Closing Statement delivered Subsidiaries to Buyer pursuant furnish Purchaser and the Purchaser Representatives to Section 2.9(b) of this Agreement the extent available with such other information with respect to the business, operations and (ii) interim financial statements prospects of the Business Company and the Subsidiaries as Purchaser may from time to verify that there has not been a Material Adverse Effecttime reasonably request; provided, however, that no Seller nor the Company shall not be re- quired to provide the Purchaser or the Purchaser Representatives access to any Affiliate such information if the Company reasonably believes, upon advice of Seller shall be required counsel, that not providing such information to take the Purchaser or the Purchaser Representatives is advisable: (i) to preserve attorney-client privilege, (ii) to protect proprietary information relating to DepoMed Development, Ltd. or (iii) due to a conflict of interest between the Company and the Purchaser. In the event of termination of this Agreement for any action for which it is reasonably foreseeable that a Liability reason, Purchaser will, and will be created for violating an obligation cause the Purchaser Representatives to, return to the Company or destroy all copies of confidentiality to which it written information furnished by the Company or any of its Affiliates may be subject in discharging their obligations the Company Representatives to Purchaser or the Purchaser Representatives and destroy all memoranda, notes and other writings prepared by Purchaser or the Purchaser Representatives based upon or including the information furnished by the Company or any of the Company Representatives to Purchaser or the Purchaser Representatives (and Purchaser will certify to the Company that such destruction has occurred). Subject to Section 3.01(b) hereof, Purchaser shall, and shall cause the Purchaser Representatives to, hold the information provided by the Company pursuant to this Section 5.6(a)6.01 in confidence in accordance with the terms of the Confidentiality Agreement. (b) Buyer agrees that any investigation undertaken pursuant to From the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with date hereof until the operation Closing Date, Purchaser will, and will cause its Subsidiaries, and each of the BusinessPurchaser Representatives to, provide the Company and none of Buyer or any of its Affiliates or Company Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any LawsPurchaser's publicly available documents. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall afford Subject to Buyer the restrictions of any applicable Law or existing contractual obligations, between the date of this Agreement and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closing, Parent shall (i) give Buyer, its Affiliates, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the propertiesbooks, booksrecords, Contracts, records work papers, offices and personnel other facilities and properties of Seller and its Subsidiaries related to the Business and the Purchased AssetsCompanies, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements permit Buyer and its representatives to make such inspections thereof as Buyer and its representatives may reasonably request and (iii) cause the officers of the Business to verify that there has not been a Material Adverse Effectfurnish Buyer and its representatives with such financial and operations data and other information with respect to the Business as Buyer may reasonably request; provided, however, that no Seller nor any Affiliate of Seller such investigation shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation conducted during normal business hours under the supervision of confidentiality to which it the applicable personnel of Parent or any of its Affiliates may be subject and in discharging their obligations pursuant such a manner as to maintain the confidentiality of this Section 5.6(a)Agreement and the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement and not interfere unreasonably with the operations of the Business. Notwithstanding the foregoing, Buyer and its counsel, environmental consultants, investment bankers, financial sources, lenders and other representatives will not, prior to the Closing, conduct Phase II environmental site assessments, or invasive sampling of soil, groundwater, air, any other environmental media, or building materials or equipment, at the Owned Real Property or the Leased Real Property. (b) Buyer agrees that In order to facilitate the resolution of any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of claims made by or against or incurred by Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and Companies after the Closing, each Party shallor for any other reasonable purpose, for a period of three years following the Closing, Parent shall (i) retain the books, records (including personnel files) and shall cause its Affiliates toother information of Parent which relate to the Companies and the Business for such period in a manner reasonably consistent with the prior practices of Parent and (ii) upon reasonable advance notice, afford the other Partygive Buyer, its Affiliates Affiliates, its counsel, financial advisors, auditors and their respective Representativesother authorized representatives, reasonable access (including the right to make, at Buyer’s expense, photocopies or electronic copies), during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of to such request, reasonable access to the properties, books, Contracts, records and employees related other information. (c) All information furnished or provided by Parent, any Company, any Seller or any of their respective Affiliates or representatives to Buyer or its representatives (whether furnished before or after the date of this Agreement) shall be held subject to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable LawsConfidentiality Agreement. (d) Notwithstanding During the provisions period from the date of this Section 5.6Agreement until the Closing, while Parent and Buyer shall cooperate to provide Buyer with reasonable access to the existence Retention Employees for the purpose of an adversarial proceeding between engaging in discussions with Buyer regarding binding term sheets to be entered into with Buyer or one of its Affiliates prior to the parties will not abrogate or suspend the provisions Closing, subject to Parent’s prior review of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules a written agenda for these discussions and prior review of discoveryBuyer’s proposed binding term sheets.

Access to Information. (a) Seller 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, and shall cause each of the Transferred Companies and each such Person’s respective Representatives, to (i) afford the Representatives of the Acquiror reasonable access to Buyer the offices, properties, books and records of the Transferred Companies, (ii) furnish to the Representatives of the Acquiror such additional financial and operating data and other information regarding the Transferred Companies and the businesses conducted by them as the Acquiror may from time to time reasonably request and (iii) make available to the Representatives of the Acquiror and its Affiliates, the employees of the Sellers and their Affiliates in respect of the Transferred Companies and the businesses conducted by them and use their commercially reasonable efforts (without any requirement of the Sellers, the Transferred Companies or any of their respective Representatives to incur any expense to a third party) to make available to the Representatives of the Acquiror and its Affiliates the employees of third party outsourcing companies who provide services to, and are located on the premises of, the Transferred Companies, in each case, whose assistance and expertise is necessary to assist the Acquiror in connection with the Acquiror’s preparation to integrate the Transferred Companies 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, the Transferred Companies or any of their respective Affiliates; and provided further, that the auditors and accountants of the Sellers, the Transferred Companies or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by the Sellers, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Sellers and the Transferred Companies with respect to any information to be provided to the Acquiror pursuant to this Section 5.02(a). Without limiting the foregoing, any environmental investigation undertaken by the Acquiror shall not include invasive sampling of soil or groundwater on any property occupied by or otherwise affiliated with the Transferred Companies without the Sellers’ prior written consent, which will not be unreasonably withheld or delayed. Further, without limiting and pursuant to the foregoing, the Sellers will assist the Acquiror in putting in place agreements pursuant to which, among other things, rent collection accounts and security deposits will be transferred and property manager, master-lessor and sub- lease agreements will be assigned with the result that one of the Acquiror’s Affiliates will take over asset management of the Owned Real Properties from GE Commercial Real Estate at or as soon as reasonably practicable following the Closing. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns and the determination of any matter relating to the rights or obligations of the Sellers or any of their respective Affiliates under any of the Transaction Agreements, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws (including any rights of any Employee or Executive Agent with respect to privacy or confidentiality of such Employee’s or Executive Agent’s personnel, medical and other records and information) and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Acquiror shall, and shall cause the Transferred Companies and their respective Affiliates and Representatives to (i) afford the Representatives of the Sellers and their Affiliates reasonable access, upon reasonable notice during normal business hours, during to the period offices, properties, books and records of the Transferred Companies and the businesses conducted by them, (ii) furnish to the Representatives of the Sellers and their Affiliates such additional financial and other information regarding the Transferred Companies and the businesses conducted by them as the Sellers or their Representatives may from time to time reasonably request and (iii) make available to the Representatives of the Sellers and their Affiliates the employees of the Acquiror and its Affiliates in respect of the Transferred Companies and the businesses conducted by them whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Sellers in connection with the Sellers’ inquiries for any of the purposes referred to above, including, at the Sellers’ sole cost and expense, including reimbursement to the Acquiror or such Affiliates, provided that the Sellers will reimburse the Acquiror for the reasonable value of the time and any out–of–pocket expenses of such persons who appear as witnesses in hearings or trials at the request of the Sellers, the presence of such persons as witnesses in hearings or trials for such purposes as the Sellers reasonably request; 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 that such investigation shall not unreasonably interfere with the business or operations of the Acquiror or any of its Affiliates; and provided further, that the auditors and accountants of the Acquiror or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by the Acquiror, the Sellers shall enter into a customary joint defense agreement with the Acquiror and its Affiliates (including the Transferred Companies) with respect to any information to be provided to the Sellers pursuant to this Section 5.02(b). (c) Notwithstanding anything in this Agreement to the contrary, the Sellers shall not be required, prior to the Closing, to disclose, or cause the propertiesdisclosure, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it Acquiror or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate (or provide access to any offices, properties, books or records of the Sellers or any of their Affiliates that could result in the disclosure to such persons or others) of any information that is required to be treated as confidential pursuant to any confidentiality agreement (or instrument with a similar effect) entered into in connection with any of potential business acquisition or combination transaction which has not occurred and which the employees of Transferred Companies are no longer considering, nor shall the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall Sellers be required to provide permit or cause others to permit the Acquiror or its Affiliates or Representatives to have access to or disclose information where, upon to copy or remove from the advice offices or properties of counsel, such access the Sellers or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its of their Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records any documents or other information directly pertinent to materials that might reveal any such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoveryconfidential information.

Access to Information. (a) From and after Closing, the Seller shall afford to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior grant to the ClosingPurchaser (or its designees) reasonable access at all reasonable times to the information, books, and records relating to the Company or the Subsidiary within the possession of the Seller (including work papers and correspondence with taxing authorities, but excluding work product of and attorney-client communications with the Seller’s legal counsel and personnel files), and shall afford the Purchaser (or its designees) the right (at the Purchaser’s expense) to take extracts therefrom and to make copies thereof, to the propertiesextent reasonably necessary to permit the Purchaser (or its designees) to prepare Tax Returns, booksto conduct negotiations with Tax authorities, Contractsand to implement the provisions of, records and personnel of Seller and its Subsidiaries related or to investigate or defend any claims between the Business and the Purchased AssetsParties arising under, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a)Agreement. (b) Buyer agrees that any investigation undertaken pursuant From and after Closing, the Purchaser shall grant to the Seller (or the Seller’s designees) reasonable access granted under Section 5.6(a) shall be conducted in such a manner as not at all reasonable times to unreasonably interfere with the operation information, books, and records relating to the Company and the Subsidiary within the possession of the BusinessPurchaser, the Company or the Subsidiary (including work papers and none correspondence with taxing authorities, but excluding work product of Buyer or any of its Affiliates or Representatives shall communicate and attorney-client communications with any of the employees of Purchaser’s legal counsel and personnel files), and shall afford the Business without Seller (or the prior written consent of Seller’s designees) the right (at the Seller’s expense) to take extracts therefrom and to make copies thereof, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in extent reasonably necessary to permit the Seller (or the Seller’s designees) to prepare Tax Returns, to conduct negotiations with, or contest deficiencies asserted by, Tax authorities, and to implement the provisions of, or to investigate or defend any claims between the Parties arising under, this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At Each of the Parties shall preserve and after the Closingretain all schedules, each Party shallwork papers, and shall cause its Affiliates other documents within such Party’s possession relating to any Tax Returns of, or with respect to, afford Taxes of the Company or the Subsidiary or to any claims, audits or other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with proceedings affecting the Company or the Subsidiary until the expiration of the statute of limitations (including extensions) applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the propertiestaxable period to which such documents relate or until the final determination of any controversy with respect to such taxable period, books, Contracts, records and employees related to until the Business and/or related to the Seller or its prior business operations to the extent final determination of any payments that such access may be reasonably requested by the other, including in connection required with financial statements, taxes, reporting obligations and compliance with applicable Lawsrespect to such taxable period under this Agreement. (d) Notwithstanding At either the Purchaser’s or the Seller’s request, the other Party shall provide reasonable access to the Purchaser’s or the Seller’s, as the case may be, and their respective Affiliates’ (including the Company’s and the Subsidiary’) personnel who have knowledge of the information described in this Section 8.3. (e) In the case of any Tax Return to be prepared pursuant to the provisions of this Section 5.6Article 8, while if the existence Party that is not preparing the Tax Return (or any of an adversarial proceeding between its Affiliates) is required to pay any Taxes shown on the parties will Tax Return, then the Party preparing the Tax Return shall provide the Party not abrogate or suspend preparing the provisions of this Section 5.6, Tax Return with appropriate documentation and computations reasonably requested by such latter Party supporting the determinations made by the Party preparing the Tax Return as to such records the amount of Tax so due by the Party not preparing the Tax Return (or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules any of discoveryits Affiliates).

Access to Information. (a) Seller shall afford Subject to Buyer the terms of the Confidentiality Agreement and other confidentiality obligations and similar restrictions that may be applicable to information furnished to any Group Company by third parties that may be in the Company’s or any of its Representatives reasonable accessSubsidiaries’ possession from time to time, during the Pre-Closing Period, upon reasonable notice and during normal business hours, during the period prior to Group Companies shall, and shall cause the Closingdirectors, to the propertiesofficers, booksemployees, Contractsagents and representatives of each Group Company to, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) afford the Closing Statement delivered directors, officers, employees and authorized agents and representatives of Parent reasonable access to Buyer pursuant to Section 2.9(b) the offices, properties, books and records of this Agreement the Group Companies, and (ii) interim furnish to the directors, officers, employees and authorized agents and representatives of Parent such additional financial statements and operating data and other information regarding the assets, properties and business of any Group Company as Parent may from time to time reasonably request in order to assist Parent in fulfilling its obligations under this Agreement and to facilitate the consummation of the Business to verify that there has not been a Material Adverse Effecttransactions contemplated by this Agreement; provided, however, that no Seller nor (A) any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the such access granted under Section 5.6(a) shall be conducted in such a manner as not to interfere unreasonably interfere with the operation of the Businessbusiness conducted by any Group Company; (B) any intrusive environmental tests or assessments sought to be performed on any Leased Real Property (including any tests that involve drilling, and none excavation or the collection of Buyer samples of soils, groundwater, surface water, drinking water, building materials or any of its Affiliates or Representatives other environmental media) shall communicate with any of the employees of the Business without require the prior written consent of Seller, the Company (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. Notwithstanding anything ); (C) Parent or any of its representatives shall not contact or have any discussions with any of the landlords/sub-landlords, tenants/subtenants, customers or suppliers of any Group Company without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed); (D) Parent shall be responsible for any damage to any Leased Real Property or any other assets or property of any Group Company caused by Parent or any of its representatives; (E) except as required by applicable Law, the contrary in this Agreement, neither Seller nor any Affiliate of Seller Company shall not be required to provide (or cause any of the Company’s Subsidiaries to) disclose any information related to the sale of the Company or any activities in connection therewith, including the solicitation of proposals from third parties in connection with the sale of the Company or its representatives’ evaluation thereof, including projections, financial or other information related thereto; and (F) the Company shall not be required to (or cause any of the Company’s Subsidiaries to) so confer, afford such access or furnish such copies or other information (1) to the extent that doing so would result in the breach of any confidentiality or disclose information wheresimilar agreement to which any Group Company is a party, upon (2) that is competitively sensitive, or (3) the advice disclosure of counselwhich would reasonably be expected to result in the loss of attorney-client privilege, provided that the Company shall use its reasonable efforts to allow for such access or disclosure would jeopardize in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege or contravene any Lawsprivilege. (cb) At and after For a period of seven (7) years following the Closing, each Party Parent shall, and shall cause the Surviving Corporation and its Affiliates toSubsidiaries, afford to preserve and keep, or cause to be preserved and kept, all original books and records in respect of any Group Company in the other Partypossession of Parent, the Surviving Corporation, its Affiliates and Subsidiaries, or their respective RepresentativesAffiliates. The Equityholders’ Representative, upon reasonable notice and for any reasonable business purpose and at the Equityholders’ Representative’s own cost and expense, shall have access during normal business hourshours to examine, upon reasonable noticeinspect and copy such books and records. At the sole cost and expense of the Equityholders’ Representative, consistent Parent, the Surviving Corporation and its Subsidiaries shall provide the Equityholders’ Representative with, or cause to be provided to the Equityholders’ Representative, such original books and records as the Equityholders’ Representative shall reasonably request in connection with applicable Law and any Action to which the Equityholders’ Representative or any Equityholder is a party or in accordance connection with the procedures established by the recipient requirements of such request, reasonable access any Law applicable to the propertiesEquityholders’ Representative or any Equityholder. After the seven (7) year anniversary of the Closing, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that any such access books or records relate to Taxes, the obligations of the Equityholders’ Representative under Section 6.9 or any then-pending indemnification claims under Article IX, before Parent, the Surviving Corporation, its Subsidiaries or any of their respective Affiliates shall dispose of any of such books and records, Parent or the Surviving Corporation shall give at least thirty (30) calendar days’ prior written notice of such intention to dispose to the Equityholders’ Representative, and the Equityholders’ Representative shall be given an opportunity to remove and retain all or any part of such books and records as the Equityholders’ Representative may be reasonably requested by elect. The Equityholders’ Representative shall treat confidentially any nonpublic information about the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of Surviving Corporation that it obtains under this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery6.2(b).

Access to Information. (a) Upon reasonable prior notice to the executive officer or other Person designated by Seller and subject to applicable Laws relating to the exchange of information, Seller, shall, and shall cause each of its Subsidiaries to, afford to Buyer the officers, employees, accountants, counsel and its other Representatives of Buyer, reasonable access, upon reasonable notice during normal business hours, hours during the period prior from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to the ClosingSection 8.1, to the all of its properties, books, Contractscontracts, commitments and records and (other than confidential information contained in personnel of Seller and its Subsidiaries related files to the Business extent the disclosure of such information is prohibited by privacy Laws). Seller also shall provide Buyer with reasonable access to Seller's officers, employees and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no agents. Neither Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller Subsidiaries shall be required to provide access to or to disclose information where, upon the advice of counsel, where such access or disclosure would jeopardize materially interfere with the conduct of its business, contravene any Law or binding agreement entered into prior to the date of this Agreement, or would reasonably be expected to violate or result in a loss or impairment of any attorney-client privilege or contravene work product privilege. If any Lawsaccess or disclosure of information is not provided by Seller pursuant to the preceding sentence, then Seller shall inform Buyer that access and disclosure is not being so provided, and Seller and its Subsidiaries will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (cb) At Any and after all information furnished by one party to the Closing, each Party other party or its Representatives under this Agreement shall, and shall cause (i) in the case of any such information provided by Seller or any of its Affiliates toRepresentatives to Buyer, afford the other Party, its Affiliates and Merger Sub or any of their respective Representatives, during normal business hoursbe kept confidential by Buyer, upon reasonable notice, consistent with applicable Law Merger Sub and their respective Representatives in accordance with the procedures established terms of the Confidentiality Agreement and (ii) in the case of any information provided by the recipient Buyer, Merger Sub or any of such request, reasonable access their respective Representatives to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations Representatives, be kept confidential by Seller and its Representatives to the same extent that Buyer or its Representatives are required to keep Evaluation Material (as defined in the Confidentiality Agreement) confidential pursuant to the terms of the Confidentiality Agreement, and in each case all such access may information shall not affect or be reasonably requested deemed to modify any representation or warranty made by the otherSeller, including Buyer or Merger Sub in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsthis Agreement. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable accessFrom the date of this Agreement until the Closing Date, upon reasonable notice during normal business hours, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Businessnotice, and none of Buyer or any of its Affiliates or Representatives shall communicate except as determined in good faith and after consultation with counsel to be appropriate to ensure compliance with any of the employees of the Business without the prior written consent of Sellerapplicable Laws, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize preserve attorney-client privilege or contravene comply with any Laws. (c) At and after the Closingcontractual confidentiality obligations, each Party Seller shall, and shall cause its Affiliates the Business Subsidiaries to, (i) afford the other Party, its Affiliates and their respective RepresentativesRepresentatives of Buyer reasonable access, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, books and records of the Business and employees related (ii) furnish or cause to be furnished to the Representatives of Buyer such additional financial and operating data and other information regarding the Business and/or related as Buyer may from time to time reasonably request for purposes of preparing to operate the Business following the Closing; provided, however, that such investigation (x) shall not unreasonably interfere with any of the businesses, personnel or operations of Seller, the Business Subsidiaries or any of their Affiliates and (y) shall not involve any sampling or intrusive environmental investigation at any Real Property without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed); and provided, further, that the auditors and accountants of Seller, the Business Subsidiaries or any of their Affiliates shall not be 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 reasonably requested by Seller, Buyer shall enter into a customary joint defense agreement with Seller and the Business Subsidiaries with respect to any information to be provided to Buyer pursuant to this Section 5.02(a). (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with the preparation of financial statements or U.S. Securities and Exchange Commission reporting obligations, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege) or (iii) comply with any contractual confidentiality obligations, Buyer shall, and shall cause each of the Business Subsidiaries, its Affiliates, and use reasonable best efforts to cause its Representatives to, (A) afford the Representatives of Seller and its Affiliates reasonable access, during normal business hours, upon reasonable notice, to the properties, books and records of Buyer and its Affiliates in respect of the Business Subsidiaries and the Business, (B) furnish or cause to be furnished to the Representatives of Seller and its Affiliates such additional financial and other information regarding the Business Subsidiaries and their Affiliates and the Business as Seller or its prior business operations Representatives may from time to time reasonably request, (C) use its reasonable best efforts to obtain the extent that such access may be reasonably requested by the otherassistance of Buyer’s auditors, including accountants, counsel and other advisors in connection with Seller’s preparation of financial statementsstatements after the Closing and (D) make available to the Representatives of Seller and its Affiliates those employees of Buyer and its Affiliates whose assistance, taxesexpertise, reporting obligations testimony, notes and compliance recollections or presence may be necessary to assist Seller in connection with applicable Lawsits inquiries for any of the purposes referred to above; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be 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 Buyer, Seller or one of its Affiliates shall enter into a customary joint defense agreement with Buyer and its Affiliates with respect to any information to be provided to Seller pursuant to this Section 5.02(b). (dc) Notwithstanding In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with the preparation of financial statements or U.S. Securities and Exchange Commission reporting obligations, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege) or (iii) comply with any contractual confidentiality obligations, Seller shall, and shall cause its Affiliates and use reasonable best efforts to cause its Representatives to, (A) furnish or cause to be furnished to the Representatives of Buyer and its Affiliates such additional financial and other information regarding the Business Subsidiaries and their Affiliates and the Business as Buyer or its Representatives may from time to time reasonably request, (B) use its reasonable best efforts to obtain the assistance of Seller’s auditors, accountants, counsel and other advisors in connection with Buyer’s preparation of financial statements after the Closing (other than with respect to Discontinued Operations) and (C) 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 in connection with its inquiries for any of the purposes referred to above; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Seller or any of its Affiliates; and provided, further, that the auditors and accountants of Seller or its Affiliates shall not be 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 Seller, Buyer or one of its Affiliates shall enter into a customary joint defense agreement with Seller and its Affiliates with respect to any information to be provided to Buyer pursuant to this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery5.02(c).

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during Between the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) date of this Agreement and the Closing Date, the Sellers shall, and shall cause their Affiliates (iito the extent reasonably required) interim financial statements to, upon reasonable request by the Buyer, provide the Buyer, the Buyer’s lenders and their respective employees, counsel, accountants and other representatives and advisors (collectively, the “Representatives”) full access, during normal business hours on reasonable notice (and at such other times as Buyer reasonably requests) and under reasonable circumstances, to any and all premises, properties, Contracts, commitments, books and records and other information exclusively of or relating exclusively to the Business Stock or the Companies and their properties and assets, or relating to verify that there has not been a Material Adverse Effectthe status of any filings with Governmental Authorities made in connection with the transactions contemplated by this Agreement (the “Company Subject Matter”); provided, however, that no Seller nor the Sellers shall use their respective commercially reasonable efforts to provide to the Buyer and its lenders any Affiliate such 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 Seller shall be required to take any action for which it is reasonably foreseeable a competitive nature; provided, further, that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates such access may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant limited to the access granted under Section 5.6(a) location at which the relevant information is normally maintained, shall be conducted in such a manner as not to unreasonably interfere with the operation operations of the BusinessCompanies or their Affiliates, and none shall be limited to the 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 shall, and shall cause each Company’s Subsidiaries to, permit the Buyer, the Buyer’s lenders and their respective Representatives to have reasonable access to the Real Property to perform, at the Buyer’s expense, any environmental testing that the Buyer or reasonably deems appropriate, including, without limitation, a Phase I environmental site assessment of any such property pursuant to ASTM Standard E 1527-05. Prior to the Closing Date, neither the Buyer nor any of its Affiliates or Representatives shall communicate contact or make inquiries to any governmental agencies (other than as contemplated by Articles VII and VIII hereof) in connection with any of the employees of the Business transactions contemplated by this Agreement without the prior written consent of SellerSellers. Sellers shall promptly notify Buyer of any event or circumstance that could reasonably be expected to cause Sellers to breach any representation, which consent shall not be unreasonably withheld, conditioned warranty or delayed. Notwithstanding anything to the contrary covenant contained in this Agreement, neither Seller nor any Affiliate of Seller shall be required Agreement and promptly commence and diligently pursue reasonable actions to provide access to prevent or disclose information where, upon cure the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Lawssame. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller From the date hereof until the Closing Date, the Company shall, and shall afford cause its Subsidiaries to, make its management personnel reasonably available to Buyer Purchaser and its Representatives representatives and, subject to and in compliance with any obligations of confidentiality or non-disclosure provided by applicable Law or contained in any Contracts to which the Company or its Subsidiaries is a party or by which it is bound (provided that the Company shall use its commercially reasonable accessefforts to put in place an arrangement to enable the provision of reasonable access without violating such obligations or Law), upon provide Purchaser and its accountants, employees, attorneys and other representatives reasonable notice access to, and permit such Persons to review, during normal business hourshours and upon reasonable prior written request, during the period prior to the Closing, to the its properties, books, Contracts, accounts, records and personnel files, and shall provide such other information to Purchaser and its representatives as they may reasonably request which is (a) reasonably required in connection with the transactions contemplated hereby and (b) not inconsistent with applicable Law. Notwithstanding the foregoing, Purchaser acknowledges that none of Seller, the Securityholders, the Company and their respective Subsidiaries or Affiliates shall be obligated to provide to Purchaser any information relating to any offers or indications of interest received by Seller, the Securityholders, the Company or their respective Affiliates or representatives from any Person other than Purchaser to acquire the Company or any of its Equity Interests, properties or assets or any communications between Seller, the Securityholders, the Company or their respective Affiliates or representatives on the one hand and any such other Person on the other hand relating to such offers or indications of interest or the transactions contemplated thereby (it being understood that Seller and the Securityholders may retain all such documents, information and communications, which shall be the sole property of Seller and its Subsidiaries related the Securityholders at all times prior to and after the Business and the Purchased AssetsClosing). In addition, including for the purposes of reviewing Purchaser acknowledges that unless otherwise provided herein, Seller shall not be obligated to provide to Purchasers: (i) any work papers or similar materials prepared by its independent public accountants, except to the Closing Statement delivered extent that such accountants agree to Buyer pursuant provide access to Section 2.9(b) of this Agreement such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion, and (ii) interim financial statements of any documents or information that are protected by the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause work product doctrines if such party determines in its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient discretion that providing copies or access to such documents or information could give rise to a possible waiver of such request, privilege or doctrine (provided that the Company shall use its commercially reasonable access efforts to the properties, books, Contracts, records and employees related put in place an arrangement to the Business and/or related to the Seller or its prior business operations to the extent that permit such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsdisclosure without loss of attorney client privilege). (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller shall afford to Buyer and its Representatives reasonable accessFrom the date hereof until the Closing, upon reasonable notice during normal business hoursnotice, during the period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse Effect; provided, however, that no Seller nor any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to cause the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shallCompany to, and shall cause its Affiliates each of the Company's officers, directors, employees, agents, representatives, accountants and counsel to, : (i) afford the other Partyofficers, its Affiliates employees and their respective Representativesauthorized agents, accountants, counsel, underwriters, financing sources and representatives of the Purchaser reasonable access, during normal business hours, to the offices, properties, plants, other facilities, books and records of the Company (including access to the Company's 1996 financial audit work papers) and to those officers, directors, employees, agents, accountants and counsel of the Company who have any knowledge relating to the Company or its business and (ii) furnish to the officers, employees and authorized agents, accountants, counsel, underwriters, financing sources and representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties and goodwill of the Company (excluding any Returns or other Tax information of the Seller) and its business (or legible copies thereof) as the Purchaser may from time to time reasonably request, including, without limitation, any financial information or other information that will be required in connection with the IPO. 31 27 (b) In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, for a period of ten years after the Closing, the Purchaser shall cause the Company to (i) retain the books and records of the Company relating to periods prior to the Closing in a manner reasonably consistent with the prior practice of the Company, and prior to disposal thereof the Purchaser shall cause the Company to contact the Seller and offer to provide it with copies of any such books and records subject to reimbursement of reasonable expenses; and (ii) upon reasonable notice, consistent with applicable Law afford the officers, employees and in accordance with authorized agents and representatives of the procedures established by the recipient of such request, Seller reasonable access (including the right to make, at the propertiesSeller's expense, booksphotocopies), Contractsduring normal business hours, records to such books and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsrecords. (dc) Notwithstanding In order to facilitate the provisions resolution of this Section 5.6any claims made by or against or incurred by the Purchaser or the Company after the Closing or for any other reasonable purpose, while for a period of ten years following the existence Closing, the Seller shall (i) retain the books and records of an adversarial proceeding between the parties will Seller which relate to the Company and its operations for periods prior to the Closing and which shall not abrogate otherwise have been delivered to the Purchaser or suspend the provisions Company; (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of this Section 5.6the Purchaser or the Company reasonable access (including the right to make photocopies, as at the expense of the Purchaser or the Company) during normal business hours, to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoverybooks and records.

Access to Information. (a) Seller From the date hereof until the earlier of the Expiry Time and the time this Agreement is terminated, and subject to the existing confidentiality agreement between the Company and the Offeror dated March 16, 2007, as amended on October 1 and October 3, 2007 (the "Confidentiality Agreement"), the Company shall (and shall cause its Subsidiaries to) afford to Buyer the Offeror and its Representatives reasonable accessaccess to information, upon reasonable notice during normal business hoursconfidential or otherwise, during the period prior with respect to the Closing, to the properties, books, Contracts, records and personnel of Seller Company and its Subsidiaries related and their respective businesses, assets and properties, including books, contracts and records as well as access to management personnel and employees and access to the Business properties of the Company and its Subsidiaries, subject to compliance with applicable Laws and to the Purchased Assets, including for Company obtaining any consents or waivers with respect to access required under any applicable agreements with third parties in effect as at the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) date of this Agreement and (ii) interim financial statements Agreement, subject to such access not interfering with the ordinary conduct of the Business business of the Company and its Subsidiaries. The Offeror and its Representatives will not contact any Government Authority (other than Government Authorities with registries or information available by request from members of the public), any employees of the Company or its Subsidiaries, any supplier of the Company or its Subsidiaries, or any third party who is a party to verify that there has not been a Material Adverse Effect; providedany agreement, however, that no Seller nor any Affiliate of Seller shall be required to take any action for arrangement or understanding under which it is reasonably foreseeable that a Liability will be created for violating an obligation of confidentiality to which it the Company or its Subsidiaries (or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (bassets) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Businessis bound or affected, and none of Buyer or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Sellerthe Company (not to be unreasonably withheld), which consent and the Company shall (and shall cause its Subsidiaries to) furnish promptly to the Offeror all information concerning its business, assets, properties and personnel as the Offeror may reasonably request. (b) Notwithstanding the foregoing, except as expressly provided for herein, the Company shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything obligated to make available to the contrary in this Agreement, neither Seller Offeror any of the Company's management or board of directors' materials relating to the assessment or evaluation of the transactions contemplated hereby or any alternative transaction (including any Acquisition Proposal proposed by any other person) nor any Affiliate information supplied by any of Seller shall be required its Representatives in connection therewith or any confidentiality agreement made between the Company and any other person prior to provide access to or disclose information where, upon the advice date hereof in respect of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Lawsalternative transaction. (c) At Without limiting the generality of the provisions of the Confidentiality Agreement and after subject to Section 3.4(d), the Closingparties acknowledge that all information provided under Section 2.5, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and Section 3.4(a) or otherwise pursuant to this Agreement or in accordance connection with the procedures established by the recipient of such requesttransactions contemplated hereby, reasonable access is subject to the propertiesConfidentiality Agreement, bookswhich shall remain in full force and effect, Contractsnotwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement conflicts or is inconsistent with any provision of the Confidentiality Agreement, records and employees related to the Business and/or related to provisions of this Agreement will supersede those of the Seller or its prior business operations Confidentiality Agreement but only to the extent that such access may be reasonably requested by of the other, including conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in connection with financial statements, taxes, reporting obligations full force and compliance with applicable Lawseffect. (d) Notwithstanding The Company hereby waives the provisions prohibitions in Section 2(g) (as amended), Section 2(i) and Section 2(k) of this the Confidentiality Agreement in respect of: (i) the transactions contemplated hereby; (ii) market purchases of Shares during the Offer not in excess of 5% of the total outstanding Shares, in accordance with Applicable Laws; (iii) discussions undertaken with any Government Authority in respect of the transactions contemplated hereby, which shall be undertaken in compliance with the review and concurrence obligations set out in Section 5.65.2(a); (iv) discussions, while together with the existence Company, with third parties in respect of an adversarial proceeding between the parties will not abrogate possible disposition of assets of the Company or suspend its Subsidiaries following or contemporaneous with the provisions completion of this Section 5.6any of the transactions contemplated hereby; or (v) communications regarding the entering into of any support, as to such records lock-up or other information directly pertinent to such dispute, similar agreement with any Shareholders in respect of the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoverytransactions contemplated hereby.

Access to Information. From the date hereof until (but excluding) the Closing or the earlier termination of this Agreement, upon reasonable notice, the Company will: (a) Seller shall afford give Buyer, its counsel, financial advisors, auditors and other authorized Representatives reasonable access to the offices, properties (including the Real Property), books and records of the Acquired Companies (including permitting Buyer’s environmental consultant to conduct site visits or telephone interviews with the Company’s environmental staff at up to 10 of the Company’s facilities (but with respect to the environmental consultant’s access and review, subject to the terms and conditions of this Section 5.02, including, without limitation, the restriction on sampling, invasive, or subsurface investigations in clause (b) of the fourth sentence of this Section 5.02, and further subject to such access and review being not more extensive than would be required for Buyer to obtain commercially reasonable environmental insurance coverage)); and (b) furnish to Buyer, and its Representatives reasonable accesscounsel, upon reasonable notice during normal business hoursconsultants, during the period prior financial advisors, auditors and other authorized Representatives, such financial, Tax and operating data and other information relating to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements of the Business to verify that there has not been a Material Adverse EffectAcquired Companies as such Persons may reasonably request; provided, however, that no Seller nor any Affiliate such access or furnishing of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability information will be created for violating an obligation conducted at Buyer’s expense, during normal business hours, under the supervision of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted Company’s personnel and in such a manner as not unreasonably to unreasonably interfere with the operation normal operations of the BusinessAcquired Companies. Neither Buyer nor its counsel, financial advisors, auditors or any other authorized Representatives will have access to personnel records of the Company and none any of Buyer its Subsidiaries relating to individual performance or evaluation records, individual medical histories or other information which in the Company’s good faith opinion is sensitive or the disclosure of which could subject the Company or any of its Affiliates Subsidiaries to risk of liability. Prior to the Closing, the Company will not be required to disclose to Buyer or its counsel, financial advisors, auditors and other authorized Representatives shall communicate with any information if doing so: (a) would reasonably be expected to violate any contract or Applicable Law to which the Company or any of its Subsidiaries is a party or is subject (provided that the employees Company shall use reasonable best efforts to obtain the consent to such disclosure of any other party to such contract); or (b) would reasonably be expected to, in its good faith belief, result in a loss of the Business without ability to successfully assert a claim of privilege (including the attorney-client and work product privileges) (provided that the Company shall use commercially reasonable efforts to provide such Persons, to the extent possible, with access to such information in a manner that would not reasonably be expected to result in any waiver of such privilege). Without the prior written consent of Sellerthe Company (which consent, which consent in the case of clause (c) below, shall not be unreasonably withheld, conditioned delayed or delayed. Notwithstanding anything conditioned), prior to the contrary in Closing, neither Buyer nor MergerSub, nor any of their Representatives, will: (a) contact any customers to, or vendors or suppliers of, any Acquired Company for any reason related to this Agreement, neither Seller nor the Contemplated Transactions or any Affiliate Acquired Company or the Business; (b) have any right to perform sampling or any invasive or subsurface investigations of Seller shall be required to provide access to any properties (including the Real Property) or disclose information where, upon facilities of the advice of counsel, such access Acquired Companies; or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after contact any employee of the ClosingAcquired Companies. Until the Effective Time, each Party shallthe information provided will be subject to the terms of the Confidentiality Agreement, and, without limiting the generality of the foregoing, Buyer will not, and shall Buyer will cause its Affiliates and Representatives not to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with the procedures established by the recipient of use such request, reasonable access information for any purpose unrelated to the propertiesevaluation, booksnegotiation, Contracts, records execution and employees related to consummation of the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable LawsContemplated Transactions. (d) Notwithstanding the provisions of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discovery.

Access to Information. (a) Seller 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 to the Representatives of the Buyer and its Representatives reasonable access, upon reasonable notice during normal business hours, during the period prior to the Closingoffices, to the properties, books, Contracts, books and records and personnel of Seller and its Subsidiaries related to the Business and the Purchased Assets, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements 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 verify that there has not been a Material Adverse Effecttime reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that no Seller nor such investigation shall not unreasonably interfere with any Affiliate of Seller shall be required to take any action for which it is reasonably foreseeable that a Liability will be created for violating an obligation the businesses or operations of confidentiality to which it 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 Affiliates may be subject in discharging their obligations Representatives pursuant to this Section 5.6(a5.02(a). (b) Buyer agrees that any investigation undertaken pursuant . Without limiting the foregoing, prior to the access granted under Section 5.6(a) Closing, the Buyer shall be conducted not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in such a manner as not to unreasonably interfere with the operation of the Business, and none in no event may any such environmental investigation include any sampling or other intrusive investigation of Buyer air, surface water, groundwater, soil or any of its Affiliates anything else at or Representatives shall communicate in connection with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayedsuch 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. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, addressing claims related to Excluded Liabilities, preparing financial statements, U.S. Securities and Exchange Commission reporting obligations and the determination of any matter relating to the rights or obligations of the Sellers or any of their Affiliates under this Agreement, neither Seller nor any Affiliate of Seller shall be required the Business prior to provide access to the Closing or disclose information wherethe Companion Agreements, upon reasonable prior notice and at the advice of counselSellers’ sole cost and expense, such access or disclosure would jeopardize 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 or contravene any Laws. (cprivilege) At and after contractual confidentiality obligations, the Closing, each Party shall, Buyer shall and shall cause its Affiliates and Representatives to, : (i) afford the other Party, its Affiliates Representatives of the Sellers and their respective RepresentativesAffiliates reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, upon reasonable noticeto the offices, consistent properties, books and records of the Buyer and its Affiliates and Representatives in respect of the Transferred Assets; (ii) furnish to the Representatives of the Sellers and their Affiliates such additional financial and other information regarding the Transferred Assets as is in the Buyer’s possession and control as the Sellers or their Representatives may from time to time reasonably request; and (iii) make available to the Representatives of the Sellers and their Affiliates the employees of the Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Sellers in connection with applicable Law the Sellers’ inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of the Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with the such auditors’ and accountants’ normal disclosure procedures established 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 recipient of such requestBuyer, reasonable access the Sellers shall enter into a customary joint defense agreement with the Buyer and its Affiliates with respect to any information to be provided to the propertiesSellers pursuant to this Section 5.02(b). No information, books, Contracts, records and employees related or other documents accessed by the Sellers or their respective Affiliates or Representatives pursuant to this Section 5.02(b) shall be used for any purposes other than as expressly permitted by this Section 5.02(b). (c) Notwithstanding anything in this Agreement to the Business and/or related contrary, the Sellers shall not be required, prior to the Seller Closing, to disclose, or cause the disclosure of, to the Buyer or its prior business operations Affiliates or Representatives (or provide access to any offices, properties, books or records of the Sellers or any of their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or relating to any product development or pricing and marketing plans to the extent counsel to the Sellers, after consultation with counsel to the Buyer, advises that doing so would likely be a violation of applicable antitrust Laws, nor shall the Sellers be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such access may be reasonably requested by the other, including in connection with financial statements, taxes, reporting obligations and compliance with applicable Lawsconfidential information. (d) Notwithstanding During the provisions period from the date of this Section 5.6Agreement through the earlier of the Closing Date or the termination of this Agreement pursuant to Article VIII, while the existence of an adversarial proceeding Sellers shall periodically deliver to the Buyer, at intervals and in a form consistent with past practice between the parties Sellers and the Buyer during the negotiation of the transactions contemplated by this Agreement and which will not abrogate or suspend be prepared consistent with the provisions Agreed Financial Methodology, the following financial information related to the Business (which shall be provided on an aggregate basis with respect to the entire Territory and on an individual basis with respect to each distribution center and/or territory within the Territory): (i) at the end of each month after the date hereof, monthly financial information, which shall include data with respect to volume (on a brand basis), revenue, cost of goods sold at standard, and gross margin at standard, in each case solely related to the Business; and (ii) at the end of each fiscal quarter after the date hereof, all of the data described in Section 5.02(d)(i) above together with direct operating expense data, in each case solely related to the Business for the quarter then ended (the “Interim Quarterly Data”). The Sellers shall deliver to the Buyer the data contemplated by this Section 5.02(d) promptly upon completion, but in any event no later than, (x) fifteen (15) Business Days after the end of the applicable month with respect to deliveries made pursuant to Section 5.02(d)(i), and (y) one hundred twenty (120) days after the end of the applicable fiscal quarter with respect to deliveries made pursuant to Section 5.02(d)(ii). (e) The Sellers will, and will cause their Affiliates to, cooperate with the Buyer’s completion of its due diligence by providing to the Buyer certain identified information described in Section 5.02(e) of the Disclosure Schedule. With respect to the continuing diligence of the Buyer under this Agreement that takes place between the signing of this Section 5.6, as to such records or other information directly pertinent to such disputeAgreement and the Closing, the parties may not utilize this Section 5.6 but ratheragree to deal with one another in good faith consistent with historical practices for addressing economic disputes. (f) If any Seller enters into any Pre-Closing Material Contracts between the date hereof and the Closing Date, absent agreementthe Sellers will provide the Buyer as promptly as reasonably practicable prior to the Closing with true, must utilize the rules correct and complete copies of discovery.all such contracts or

Access to Information. (a) Seller shall shall, at Buyer’s expense, (i) afford to the officers, directors, employees, auditors and other agents of Buyer and its Representatives reasonable access, upon reasonable notice during normal business hourshours and upon reasonable advance notice, during to (x) the period Specified Employees and, with the prior written consent of one of the Specified Employees (not to be unreasonably withheld, delayed or conditioned), the other employees of Seller engaged in the Forming Business, (y) the Facility, and (z) to the Closingextent not prohibited by Law, all books and records, and all financial, operating and other data, information and Contracts with respect to the Forming Business that are in the possession of Seller, and the assets and properties of Seller that relate to and are used in the Forming Business, including real property, as Buyer, through its officers, employees or agents, may reasonably request, (ii) cooperate and assist, to the propertiesextent reasonably requested by Buyer, bookswith Buyer’s investigation of the business, Contractscondition (financial or otherwise), records assets, results of operations, or prospects of the Forming Business, and personnel (iii) participate in discussions with the customers and suppliers of the Forming Business and Buyer shall coordinate with Seller and its Subsidiaries related the Company to the Business and the Purchased Assetsarrange for such discussions, including for the purposes of reviewing (i) the Closing Statement delivered to Buyer pursuant to Section 2.9(b) of this Agreement and (ii) interim financial statements at which one of the Business to verify that there has not been a Material Adverse EffectSpecified Employees shall be present; provided, however, that no Seller nor any Affiliate of Seller shall not be required to take (A) provide any action for which such access to the extent that it is reasonably foreseeable that a Liability will be created for violating an obligation of would require Seller to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which it Seller or the Company is bound or (B) incur any of its Affiliates may be subject expenses or pay any amounts in discharging their obligations pursuant to this Section 5.6(a). (b) Buyer agrees that any investigation undertaken pursuant to the access granted under Section 5.6(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Buyer or any of its Affiliates or Representatives shall communicate connection with any of the employees of foregoing. Anything herein to the Business contrary notwithstanding, prior to the Closing, without the express prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any customers to, or suppliers of, Seller or the Company. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of Seller or the Company prior to the Closing. Anything herein to the contrary notwithstanding, prior to the Closing, without the express prior written consent of Seller, which shall not be unreasonably withheld, conditioned Buyer shall not have any right to perform sampling or delayed. Notwithstanding anything any invasive or subsurface investigations of the properties or facilities of Seller, the Forming Business or the Company. (b) Following the Closing, Buyer shall grant to Seller and its auditors, agents and other representatives, during regular business hours and upon reasonable advance notice, the right, at the expense of Seller, to inspect and copy the books and records of Buyer or the Company which relate to the contrary in Forming Business for any reasonable business purpose relating to this Agreement, neither Seller nor any Affiliate of Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws. (c) At and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in accordance with Transaction Documents or the procedures established by the recipient of such request, reasonable access to the properties, books, Contracts, records and employees related to the Business and/or related to the Seller or its prior business operations to the extent that such access may be reasonably requested by the otherForming Business, including in connection with the preparation or examination of Tax Returns, regulatory filings and financial statements, taxes, reporting obligations and compliance with applicable Laws. (d) Notwithstanding statements or the provisions conduct of this Section 5.6, while the existence of an adversarial proceeding between the parties will not abrogate any litigation or suspend the provisions of this Section 5.6, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.6 but rather, absent agreement, must utilize the rules of discoverywhether pending or threatened.