Common use of Access and Information Clause in Contracts

Access and Information. (a) From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, subject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall and shall cause its Affiliates and Representatives to (A) afford Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Employees, the Books and Records, the Contracts, the assets and properties of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its Representatives any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as Buyer and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may be.

Access and Information. (a) From the date of this Agreement Execution Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsArticle XI, but subject to the terms other provisions of this Section 6.1 7.2 and the confidentiality obligations set forth in the Confidentiality Agreement obtaining any required Consents of Third Parties (with respect to which Consents Seller shall use commercially reasonable efforts to obtain), Seller shall, and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in capacity as owner of the case of clause (i) below or by Buyer in its reasonable discretion in Membership Interests Seller shall cause the case of clause (ii) below)Company and each Subsidiary to, (i) Seller shall and shall cause its Affiliates and Representatives to (Aa) afford to Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance prior notice, during normal business hours, to the Employees, the Books and Records, the Contracts, the assets and properties of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its Representatives any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as Buyer and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement Records and (Db) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably make available to Buyer and its Representatives Representatives, upon reasonable notice during normal business hours, Seller’s and its Affiliates’ personnel knowledgeable with respect to the Assets and the other assets of the Company and the Subsidiaries. Buyer as Seller shall not be permitted to conduct any physical inspection of the Assets except as, and its Representatives from time under terms and conditions, agreed to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that any request by Buyer for any such inspection shall not be unreasonably withheld, conditioned or delayed. All review and investigations conducted by Buyer or any of its Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any of its Representative shall result from Buyer’s own independent review and judgment. In addition, the review and investigations of Buyer shall not unreasonably interfere with the business of the Company or any Subsidiary or the safe commercial operations of the Assets. Buyer shall coordinate Buyer’s and its Representatives’ access rights (including with respect to Seller’s personnel) with Seller to minimize any inconvenience to or interruption of the conduct of business by Seller, the Company and the Subsidiaries. Buyer shall hold in no event shall any party have access to any confidence all information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation reviewed and collected pursuant to this Section 6.1(a7.2 on the terms and subject to the conditions contained in the Confidentiality Agreements. Notwithstanding anything to the contrary in this Section 7.2, Buyer shall have no right of access to, and neither Seller nor any of its Affiliates shall have any obligation to provide any (1) information the disclosure of which (the “Providing Party”), A) would reasonably be expected to result in the loss of attorney-client jeopardize any privilege available to Seller or its Affiliates, (B) would cause Seller or its Affiliates to breach a confidentiality obligation (provided that the Providing Party Seller and its counsel Affiliates shall use commercially reasonable efforts to enter into obtain a waiver of any such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilegeconfidentiality obligation), or (yC) would in the reasonable judgment of the Providing Party (A) result in the disclosure a violation of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary mattersLaw, or (B2) violate any obligation of bids received from others in connection with the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such transactions contemplated by this Agreement (or similar transactions) and information and minimize any reasonable concerns in connection therewith analyses (including seeking financial analyses) relating to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may bebids.

Access and Information. (a) From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its termsClosing, subject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below)Laws, (i) Seller shall and shall cause its Affiliates and Representatives to (A) afford Buyer and its Representatives representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Employees, the Books and Records, the Assigned Contracts, the assets Transferred Books and properties Records and the officers of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its Representatives any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as Buyer and its Representatives from time to time may reasonably request, request in writing and otherwise as mutually agreed (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly including pursuant to the BGI Business Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to cooperate reasonably with afford Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives representatives reasonable access, during regular business hours and upon reasonable advance written notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters (i) accountants’ work papers relating to the transactions contemplated by this Agreement, (B) furnish, Transferred Books and Records and access to auditors of Seller or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation (ii) properties of Buyer and any matters relating thereto and the Transferred Business to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, extent that in no event shall any party have access to any information if allowing circumstances arise that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would could reasonably be expected to result in the loss of attorney-client privilege (a material environmental Liability, provided that the Providing Party and Buyer or its counsel representatives, during such access, shall use commercially reasonable efforts to enter into such joint defense agreements not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other arrangementsmedia; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, as appropriateincluding U.S. Antitrust Laws, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) Seller would violate any obligation of the Providing Party Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality so long asor eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, the Providing Party Seller has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided), further, provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to clauses disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (xz) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and (y) regulations of this Section 6.1(athe FCC), ; provided further that in the event case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such clauses prevents the providing request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) 6.1 shall be directed in writing to an executive officer governed by the terms of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may beConfidentiality Agreement.

Access and Information. (a) From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, subject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller Parent in its reasonable discretion in the case of clause (i) below or by Buyer Ultimate Parent in its reasonable discretion in the case of clause (ii) below), (i) Seller Parent shall and shall cause its Affiliates and Representatives to (A) afford Buyer Ultimate Parent and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Employees, the Books and Records, the Contracts, the assets and properties of the Transferred Entities and the employees and Representatives of Seller Parent and Seller who have knowledge relating directly to the BGI PCB Business, in each case, in order that Buyer Ultimate Parent and its Representatives shall have the reasonable opportunity to make such investigation as Buyer Ultimate Parent and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer Ultimate Parent and its Representatives any financial and operating data and other information that is reasonably available to Seller Parent, Seller and its their Representatives with respect to the Transferred Entities or the BGI PCB Business as Buyer Ultimate Parent and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller Parent, Seller and its their Affiliates who have knowledge relating directly to the BGI PCB Business to cooperate reasonably with Buyer Ultimate Parent and its Representatives in their investigation of the BGI PCB Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer Ultimate Parent in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyerthe Buyer Parties, and (ii) Buyer Ultimate Parent shall and shall cause its Affiliates and Representatives to (A) afford Seller Parent and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information the Buyer Employees, the Buyer Books and Records, the Contracts, the assets and properties of the Buyer Ultimate Parent and its Controlled Affiliates and the employees and Representatives of the Buyer Ultimate Parent and its Controlled Affiliates who have knowledge relating directly to Buyer its business, in each case, in connection with such investigation as Seller Parent and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller Parent and its Representatives any financial and operating data and other information that is reasonably available to Buyer Ultimate Parent and its Controlled Affiliates and their Representatives with respect to Buyer Ultimate Parent and its Controlled Affiliates as Seller Parent and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer Ultimate Parent and its Controlled Affiliates who have knowledge relating to Buyer Ultimate Parent and its Controlled Affiliates to cooperate reasonably with Seller Parent and its Representatives in their investigation of Buyer Ultimate Parent and its Controlled Affiliates and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller Parent in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Sellerthe Seller Parties; provided, however, that any such access to information shall be conducted at the expense of the requesting Party (such cost not to include manager time incurred by the Providing Party of its Affiliates), at a reasonable time, under the supervision of the Providing Party or its Representatives and not to interfere with the normal operations of the business of the Providing Party or its Affiliates; provided, further, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangementsprivilege, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking using commercially reasonable efforts to seek to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentialityconfidentiality or (C) cause competitive harm to the Providing Party or its Affiliates if the transactions contemplated by this Agreement are not consummated, or (z) based on the advice of counsel to the party that is providing access, is prohibited by applicable Law; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller Parent or BuyerBuyer Ultimate Parent, as the case may be, or such Person or Persons as may be designated by Seller Parent or BuyerBuyer Ultimate Parent, as the case may be.

Access and Information. (a) From the date of this Agreement hereof until the earlier of the Closing Date or termination of this Agreement in accordance with its termsClosing, subject to the terms reasonable rules and regulations of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement Seller and any applicable Law Laws, Seller shall (including any Antitrust Lawand ROI shall cause Seller to) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall and shall cause its Affiliates and Representatives to (A) afford Buyer and its Representatives reasonable representatives (including representatives of entities providing or arranging financing for Buyer) access, during regular business hours and upon reasonable advance notice, to the Employees, and the Books assets, books and Records, the Contracts, the assets and properties records of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this Agreement, (Bii) furnish, or cause to be furnished, to Buyer and its Representatives any financial and operating data and other information that is available with respect to the Business as Buyer from time to time reasonably available requests, (iii) instruct its counsel and financial advisors to Seller cooperate in a reasonable manner with Buyer in its investigation of the Business, including instructing its accountants to give Buyer reasonable access to their work papers, (iv) provide Buyer and its Representatives lenders reasonable access to the books and records of the Business to the extent reasonably necessary for such lenders to complete a customary due diligence investigation with respect to Buyer, (v) cooperate with Buyer and its lenders in such lenders' preparation of security interest documentation and other documents reasonably necessary in order to perfect such lenders' interests in Buyer's assets and properties (including the Transferred Assets) following the Closing, and (vi) provide Buyer and its independent accountants with reasonable access to the books and records of the Business and the Employees, for purposes of completing its accounting and Tax allocations with respect to the Transferred Entities or the BGI Business as Buyer and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their Assets. No investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a5.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements alter any representation or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving partywarranty given hereunder by Seller. All requests for information made pursuant to this Section 6.1(a5.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as Seller. All information received pursuant to this Section 5.1(a) shall be governed by the case may beterms of the Confidentiality Agreement.

Access and Information. (a) From the date the transaction is disclosed to the Employees (or, if earlier, the date five (5) days after execution of this Agreement until Agreement) up to the earlier applicable Closing Date, the Seller shall, on reasonable notice and subject to applicable Law, attorney privilege rights and competitively sensitive information regarding Contracts which are not Assumed Contracts, (i) give the Purchaser and its accountants, counsel, consultants, employees and agents, access for inspection for reasonable periods of time during normal business hours to all documents, records and information relating to the extent applicable to the Operations, the Transferring Employees (other than the employee data that is an Excluded Asset under Section 2.1(2)(g)) currently employed in the Operations conducted by such Designated Seller, and the Facility/ Design Assets as the Purchaser shall reasonably request, and (ii) give the Purchaser and its employees reasonable access to employees of the Closing Date Seller or termination the Designated Seller involved in the transition of this Agreement the Operations from the Seller and the Designated Seller to the Purchaser and the Designated Purchaser. In addition, the Seller shall, on reasonable notice, permit the Purchaser and its accountants, counsel, consultants, employees and agents reasonable access during normal business hours to the Facility/ Design Assets for the purpose of conducting such inspections and performing such investigations as the Purchaser may reasonably require to satisfy itself as to the condition, quality, quantity and state of repair of the Facility/ Design Assets as the Purchaser may reasonably request in accordance with its termsreview of the properties, assets and business affairs of the Operations and the above-mentioned documents, records and information. All information that is made available, disclosed or provided to the Purchaser and its representatives shall be subject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and Agreement. The Purchaser shall conduct any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall and shall cause its Affiliates and Representatives to (A) afford Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Employees, the Books and Records, the Contracts, the assets and properties of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its Representatives any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as Buyer and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation inquiries pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result 5.3 in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, a manner so as not to allow for such disclosure in a manner that does not result in unreasonably interfere with the loss of attorney client privilege), or (y) would in the reasonable judgment normal operations of the Providing Party (A) result in Operations or the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving partySeller. All requests for information made pursuant to this Section 6.1(a) access shall be directed in writing to an executive officer of Seller or BuyerXxxxxx Xxxxxx, as the case may beNortel Networks Limited, or such Person or Persons as may be designated by Seller or Buyer, as the case may behis delegates.

Access and Information. (a) From Subject to the date terms of this Agreement until the Confidentiality Agreement, at all times during the period commencing upon the execution and delivery hereof by each of the parties hereto and terminating upon the earlier to occur of the Closing Date or the termination of this Agreement pursuant to and in accordance with its terms, subject to the terms of this Section 6.1 and 8.1 hereof, the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall and shall cause its Affiliates and Representatives to (A) afford Buyer permit the Purchaser and its Representatives authorized agents and representatives to have reasonable access, during regular business hours and upon reasonable advance noticenotice and during normal business hours, to the all Business Employees, the Books and Records, the Contracts, the assets and properties and all relevant books, records and documents of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters or relating to the Transferred Entities Business, the Purchased Assets and the transactions contemplated by this AgreementAssumed Liabilities, including the work papers of Xxxxxx Xxxxxxxx LLP (Baccountant of the Seller) furnishrelating to the Financial Statements, or cause and shall furnish to be furnishedthe Purchaser such information and data, to Buyer and its Representatives any financial and operating data records and other information that is documents relating to the Business, the Purchased Assets and the Assumed Liabilities as the Purchaser may reasonably available request. Representatives of Purchaser shall be entitled to hold one or more meetings with Business Employees in each jurisdiction upon reasonable notice to Seller and to provide written materials to Business Employees to explain and answer questions about the conditions, policies and benefits of employment with Purchaser. Seller shall be entitled to have one or more representatives at any such meeting. The Seller shall permit the Purchaser and its Representatives with respect agents and representatives reasonable access to the Transferred Entities Seller's accountants, auditors and suppliers for reasonable consultation or the BGI Business as Buyer and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements verification of any Government Entity to be made, filed or information obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, the Purchaser during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements course of any Government Entity to be made, filed or obtained by Seller; provided, however, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation investigation conducted pursuant to this Section 6.1(a) (the “Providing Party”)6.2, would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use all commercially reasonable efforts to enter into cause such joint defense agreements or other arrangements, as appropriate, so as Persons to allow for cooperate with the Purchaser and its agents and representatives in such disclosure consultations and in a manner that does not result in verifying such information. The Seller shall deliver to the loss of attorney client privilege), or Purchaser (yi) would in the reasonable judgment unaudited monthly operating statements of the Providing Party Stations within ten (A10) result in calendar days after the disclosure end of each calendar month, (ii) unaudited annual financial statements of the Stations within seventy-five (75) days of the end of the fiscal year, and (iii) on a weekly basis, pacing reports for the ensuing three month period, it being expressly understood and agreed that delivery of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of financial information pursuant to this Section 6.1(a)6.2 by the Seller or Xxxxxx Xxxxxxxx LLP, as applicable, to the Purchaser shall not constitute a representation or warranty as to the future financial performance of the Stations or the Business. Notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Providing Party Purchaser shall use commercially reasonable efforts have the right to develop an alternative contact the executive officers of the Seller or the general manager, or other senior management personnel, of each of the Stations directly with respect to providing such any information so as provided, or to address such matters that is reasonably acceptable to be provided, by the receiving party. All requests for information made Seller pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may be6.2.

Access and Information. Upon reasonable notice, Seller shall grant, or cause to be granted to, Buyer, Parent and their Representatives, financing sources and other Representatives, during the period between the date of this Agreement and the Closing Date (a) the “Due Diligence Period”), reasonable access during normal business hours to the Purchased Assets, the AAE Purchased Assets and the Books and Records and other information of Seller and the Acquired Aether Entities relating exclusively to the operations of the Business or of the Acquired Aether Entities. From the date of this Agreement until the earlier of through the Closing Date or termination of this Agreement in accordance with its termsDate, subject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall and shall cause its Affiliates and Representatives use commercially reasonable efforts to (A) afford Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Employees, the Books and Records, the Contracts, the assets and properties of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its Representatives any financial and operating all data and other information that is concerning the Purchased Assets, the AAE Purchased Assets and the Business which may reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as be requested by Buyer and its Representatives from time shall use all commercially reasonable efforts to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnishmake available, or cause to be furnishedmade available, such personnel of Seller or the Acquired Aether Entities as may reasonably be requested for the furnishing of such data. Buyer shall have a right to Seller and designate certain of its Representatives any financial and operating data as a transition team which may work from Seller’s premises in order to facilitate the orderly transfer of the Business to Buyer in accordance with the terms of this Agreement. Such transition team shall be given reasonable access to Seller’s management and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably requestof the Business, (C) instruct the employees including through attendance by such management and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably at meetings with the transition team. Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use its commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as arrange due diligence calls with the Major Customers and Major Suppliers (in which the Seller shall participate) the purpose of which will be to allow for such disclosure in a manner that does not result in Seller to confirm the loss existence and status of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may beMaterial Contracts.

Access and Information. Upon reasonable notice, Seller shall grant, or cause to be granted to, Buyer, Parent and their Representatives, financing sources and other Representatives, during the period between the date of this Agreement and the Closing Date (a) the "DUE DILIGENCE PERIOD"), reasonable access during normal business hours to the Purchased Assets, the AAE Purchased Assets and the Books and Records and other information of Seller and the Acquired Aether Entities relating exclusively to the operations of the Business or of the Acquired Aether Entities. From the date of this Agreement until the earlier of through the Closing Date or termination of this Agreement in accordance with its termsDate, subject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall and shall cause its Affiliates and Representatives use commercially reasonable efforts to (A) afford Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Employees, the Books and Records, the Contracts, the assets and properties of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its Representatives any financial and operating all data and other information that is concerning the Purchased Assets, the AAE Purchased Assets and the Business which may reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as be requested by Buyer and its Representatives from time shall use all commercially reasonable efforts to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnishmake available, or cause to be furnishedmade available, such personnel of Seller or the Acquired Aether Entities as may reasonably be requested for the furnishing of such data. Buyer shall have a right to Seller and designate certain of its Representatives any financial and operating data as a transition team which may work from Seller's premises in order to facilitate the orderly transfer of the Business to Buyer in accordance with the terms of this Agreement. Such transition team shall be given reasonable access to Seller's management and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably requestof the Business, (C) instruct the employees including through attendance by such management and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably at meetings with the transition team. Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use its commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as arrange due diligence calls with the Major Customers and Major Suppliers (in which the Seller shall participate) the purpose of which will be to allow for such disclosure in a manner that does not result in Seller to confirm the loss existence and status of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may beMaterial Contracts.

Access and Information. (a) From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, subject to the terms of this Section 6.1 6.2 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall shall, and shall cause the Company and its Affiliates Subsidiaries to, and shall direct its Representatives to (A) afford Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Employeeskey employees of the Company and its Subsidiaries, the Books and Records, books and records of Seller (or true and complete copies thereof) solely to the extent related to the Company, the Contracts, the assets and properties of the Transferred Entities Company and its Subsidiaries and the key employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer Company and its Representatives shall have business (including the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this AgreementSchedule 8.2(a)(vi) Matter), (B) furnish, or cause to be furnished, to Buyer and its Affiliates and Representatives any financial and operating data and other information that is reasonably available to within the possession or control of Seller and its Representatives with respect to the Transferred Entities Company or the BGI Business its business as Buyer and its Affiliates and Representatives from time to time may reasonably request, and (C) instruct the Employees employees of the Company and its Subsidiaries and the employees and Representatives of Seller and its Affiliates the Company who have knowledge relating directly to the BGI Business Company and its business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller Company and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Sellerbusiness; provided, however, that in no event shall such access extend to any party sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation without the prior written consent of Seller, which consent shall not be unreasonably withheld, and that in no event shall Buyer or any of its Representatives have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”)Seller, would reasonably be expected to result in the loss of work product protection or attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party Seller (A) result in the disclosure of any material trade secretsTrade Secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party Seller with respect to confidentiality so long as, with respect to confidentiality, the Providing Party Seller has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) access shall be directed conducted in writing a manner not to an executive officer interfere with the business and operation of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may beCompany and its Subsidiaries.

Access and Information. DaVita and Gambro covenant and agree, on behalf of themselves and each other Seller that, prior to the Closing Date, the Buyer and its Affiliates, officers, employees, consultants, contractors, vendors, agents, accountants, attorneys, financing sources and other representatives (a“Representatives”) From and the date of this Agreement until the earlier Representatives thereof, shall be entitled to make such investigation of the Closing Date or termination properties, businesses and operations of this Agreement in accordance with its terms, subject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law Business (including any Antitrust LawCenter) (and such examination of the books and records of the Sellers Relating To the Business, the Assets and the Assumed Liabilities as determined by Seller in its reasonable discretion in the case Buyer reasonably requests and to make extracts and copies of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller such books and records. Any such investigation and examination shall and shall cause its Affiliates and Representatives to (A) afford Buyer and its Representatives reasonable access, be conducted during regular business hours and upon reasonable advance notice, under reasonable circumstances, shall be subject to restrictions under applicable Law and shall be exercised in such a manner as not to interfere unreasonably with the Employees, the Books and Records, the Contracts, the assets and properties operations of the Transferred Entities and Centers. Sellers shall use commercially reasonable efforts to cause the employees and Representatives of Seller who have knowledge relating directly the Sellers and their Affiliates to cooperate with the BGI Business, in each case, in order that Buyer and its such Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating such investigation and examination. Notwithstanding the foregoing, all access and inspection activities contemplated by this Section 6.2 shall be subject to the Transferred Entities prior reasonable approval of the Sellers (which approval may only be granted by Xxx Xxxxxxx or his designee and which may not be unreasonably withheld, conditioned or delayed). Notwithstanding anything herein to the contrary, no such investigation or examination as described above shall be permitted to the extent that it would require the Sellers to disclose information subject to the attorney-client privilege or conflict with any confidentiality obligations to which each Seller is bound. From and after the Effective Date and prior to the closing of the transactions contemplated by the Gambro Purchase Agreement, DaVita shall keep the Buyer informed on a current basis of all material developments Relating To the transactions contemplated by the Gambro Purchase Agreement that could reasonably be expected to delay or have any other adverse effect upon the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its Representatives any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as Buyer and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may be.

Access and Information. (a) From the date of this Agreement hereof until the earlier of the Closing Date or termination of this Agreement in accordance with its termsDate, subject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law and subject to any applicable privileges (including the attorney-client privilege), Trade Secrets and contractual confidentiality obligations (provided that the Seller Parties shall, and shall cause ISP to, use commercially reasonable efforts to obtain a waiver of any Antitrust Law) (as determined such contractual confidentiality obligations if requested by Buyer), upon reasonable prior notice, the Seller in its reasonable discretion in the case of clause Parties shall (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below)afford Buyer, (i) Seller shall and shall cause its Affiliates and Representatives to (A) afford Buyer and its Representatives representatives, reasonable access, during regular normal business hours and upon reasonable advance noticehours, to the Employees, the Books and Records, the Contracts, Governmental Authorizations and the assets offices and properties of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI Business, in each case, in order that Buyer and its Representatives shall have the reasonable opportunity to make such investigation as Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and the transactions contemplated by this AgreementCompanies, (Bii) furnish, or cause to be furnished, furnish to Buyer and its Representatives any such additional financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to regarding the Transferred Entities or the BGI Business Companies as Buyer and its Representatives may from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement request and (Diii) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) Buyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other information that is make reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by SellerEmployees ; provided, however, that in no event the reasonableness of such access and requests shall any party have access to any information if allowing that access (x) based on advice of counsel to be determined by taking into account, among other considerations, the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment competitive positions of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentialityparties; provided, further, that with respect to clauses such investigation shall (xi) be under the supervision of the Seller Parties’ designated personnel or representatives and (yii) be in such a manner as not to unreasonably interfere with any of this Section 6.1(athe businesses or operations of the Seller Parties or their respective Affiliates (including the Companies); provided, in the event further, that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All all requests for information made pursuant to this Section 6.1(a5.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Sellers’ Representative, and Buyer shall not directly or indirectly contact any officer, director, employee, agent or representative of the Seller Parties, any Company or Buyerany of their respective Affiliates without the prior approval of such designated Person(s); and provided, further, that the auditors and independent accountants of the Seller Parties or their respective Affiliates (including the Companies) shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by the Seller Parties, Buyer shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with the case may beSeller Parties or their respective Affiliates with respect to any information to be provided to Buyer pursuant to this Section 5.1(a). Buyer shall reimburse the Seller Parties promptly for any reasonable out-of-pocket expenses incurred by the Seller Parties and their respective Affiliates in complying with any request by or on behalf of Buyer in connection with this Section 5.1(a).

Access and Information. (a) From the date of this Agreement until hereof and through the earlier of the Closing Date or termination of the date, if any, on which this Agreement in accordance with its termsis validly terminated pursuant to ARTICLE VIII, subject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall (at Purchaser’s sole cost and shall cause its Affiliates and Representatives to (Aexpense) afford Buyer Purchaser and its Representatives reasonable accessaccess during normal business hours upon reasonable advance notice to all of Seller’s properties, offices, employees and Books and Records to the extent related to the Acquired Assets and the Assumed Liabilities to make investigation of the Acquired Assets and the Assumed Liabilities as is reasonable. Any such investigation shall be conducted in a reasonable manner (and shall not unreasonably interfere with the operations of Seller or the Business), under reasonable circumstances and shall be subject to any applicable restrictions under applicable Law. Seller shall use commercially reasonable efforts to at Purchaser’s sole cost and expense to cause its Representatives to cooperate with Purchaser and Purchaser’s Representatives in connection with such investigation, and Purchaser and Purchaser’s Representatives shall cooperate with Seller and Seller’s Representatives to take all reasonable measures to minimize any disruption to the Business. Notwithstanding anything herein to the contrary, no such investigation shall be permitted to the extent that it would require Seller to disclose information subject to any privilege (including attorney-client privilege) or work product protection or breach any obligation of confidentiality or Contract. For the avoidance of doubt, information obtained pursuant to this Agreement including this Section 5.2(a) and the consummation of the Transactions shall be subject to the Confidential Disclosure Agreement. All requests for information or access requested by Purchaser from Seller pursuant to this Section 5.2(a) shall be only directed to the notice parties for Seller set forth in Section 9.4. (b) For a period of three (3) years after Closing (the “Preservation Period”), Purchaser will provide Seller, its successors and their Representatives with reasonable access (including the right to copy), during regular normal business hours and upon reasonable advance notice, to the Employees, the Acquired Books and Records, the Contractsas well as, the assets to employees, officers, advisors and properties accountants of the Transferred Entities and the employees and Representatives of Seller who have knowledge relating directly to the BGI BusinessPurchaser, in each case, in order that Buyer for purposes relating to the Chapter 11 Case, the wind-down of the operations of Seller and its Representatives shall have the reasonable opportunity estate, actions to make such investigation as Buyer and its Representatives shall reasonably require which Seller is a party (other than in connection with any matters relating to litigation or dispute with Purchaser), insurance claims, Tax payments, returns or audits, the Transferred Entities and the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its Representatives functions of any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the Transferred Entities or the BGI Business as Buyer and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives trusts established under a Chapter 11 plan of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements successors of any Government Entity to Seller. Any such access shall be made, filed or obtained by Buyer, and conducted in a reasonable manner (ii) Buyer shall and shall cause its Affiliates not unreasonably interfere with the operations of Purchaser), under reasonable circumstances and Representatives shall be subject to (A) afford Seller and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating applicable restrictions under applicable Law. Notwithstanding anything herein to the transactions contemplated by this Agreementcontrary, (B) furnish, or cause to no such access shall be furnished, to Seller and its Representatives any financial and operating data and other information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and permitted to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for extent that it would require Purchaser to disclose information or requirements of any Government Entity to be made, filed or obtained by Seller; provided, however, that in no event shall any party have access subject to any information if allowing that access privilege (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of including attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements privilege) or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), work product protection or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate breach any obligation of confidentiality or Contract. For the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality avoidance of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may be.doubt,