Common use of Access and Information Clause in Contracts

Access and Information. Upon reasonable prior notice and subject to applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett and its Representatives reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof of this Agreement until the Closing or earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shallSection 9.1, and except as determined by Seller in good faith to be prohibited by any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, (i) Seller shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett permit Buyer and its Representatives representatives to have reasonable access access, during normal regular business hours and without undue disruption upon reasonable advance notice, to (x) the offices, facilities, properties and the financial, accounting and other books and records of normal business activitySeller, during the period prior Acquired Companies and Selling Subsidiaries relating to the earlier Business (provided such access does not permit “Phase II” or other invasive or destructive environmental sampling, testing or investigations) and (y) the appropriate management personnel of Seller, the Acquired Companies and the Selling Subsidiaries and (ii) Seller shall furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the Business as Buyer shall from time to time reasonably request for the purpose of verifying the accuracy of the Effective Time representations and warranties of Seller hereunder. It is further understood that Seller shall be under no obligation to grant Buyer or its representatives any access if such access would, under the termination of this Agreement to all of circumstances, unreasonably interfere with Seller’s or its booksAffiliates’ operations, recordsactivities or employees, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide if such access to any information thatwould, in the reasonable judgment of the Seller after conferring with Buyer, violate applicable antitrust or similar laws. With respect to any Persons with which Seller, any Selling Subsidiary, any Acquired Company or any Joint Venture has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates Seller, any Selling Subsidiary, any Acquired Company, (a) would result in any Joint Venture or the loss of attorney-client privilege Business, Buyer shall not make any independent inquiry with respect to such information (providedSeller, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege)any Selling Subsidiary, (b) would result in a breach of any Contract to which the Company or Acquired Company, any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder)Joint Venture, or the Business without Seller’s prior written consent (cnot to be unreasonably withheld) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent Seller consents thereto, all such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement inquiries shall amend the Nondisclosure Agreement be conducted by Seller in response to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated a request by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableBuyer.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from From the date hereof until the earlier Closing, subject to occur reasonable rules and regulations of the termination of this Agreement in accordance with its terms Philips and the Effective Timeany applicable Laws, the Company shall, and Philips shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, (a) afford to Gannett Newco and its Representatives reasonable access representatives (including representatives of entities providing or arranging financing for Newco) access, during normal regular business hours and without undue disruption of normal business activityupon reasonable advance notice, during the period prior to any information and documents reasonably requested by Newco primarily relating to the earlier Business, (b) furnish, or cause to be furnished, to Newco any financial and operating data and other information about the Business as Newco from time to time reasonably requests and (c) instruct relevant personnel, and its counsel, accountants and financial advisors to cooperate with Newco in its investigation of the Effective Time and the termination of this Agreement to all of its booksBusiness; provided, recordshowever, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries that in no event shall not be obligated to provide Newco have access to any information thatthat (y) based on advice of Philips’ counsel, would create any potential Liability under applicable Laws, including Antitrust Laws, or would destroy any legal privilege or (z) in the reasonable judgment of the CompanyPhilips, would (ai) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which trade secrets of third parties or (ii) violate any obligation of Philips, any Affiliate of Philips, including the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company Subsidiary, with respect to comply confidentiality so long as, with its obligations hereunder)respect to confidentiality, or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use Philips has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; and it being further understood that Newco shall reimburse Philips promptly for any expenses it incurs in respect complying with any such request by or on behalf of information subject to clause (b)Newco. All requests for information provided made pursuant to this Section 6.1 section shall be subject directed to an executive officer of Philips or such Person or Persons as may be designated by Philips. Following the terms Closing, upon the request of the letter agreement between Gannett other Party, Philips and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”)Newco shall, to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use permitted by Law and disclosure of Company Evaluation Materials in connection with the parties’ confidentiality obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate existing as of the Effective Time. No investigation pursuant Closing Date, grant to this Section 6.1 shall affect any representations or warranties made herein, rights the other Party and its representatives during regular business hours and subject to reasonable rules and regulations of the respective parties hereunder or granting Party, the conditions right, at the expense of the non-granting Party, to inspect and copy the books, records and other documents in the granting Party’s possession pertaining to the obligations operation of the respective parties Business prior to consummate the Merger Closing (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either Party have access to the Tax Returns of the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableParty.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) Until the date hereof until the earlier to occur of the Closing or termination of this Agreement in accordance with its terms and the Effective TimeAgreement, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett Buyer and its Representatives (including accountants and counsel) reasonable access access, during normal business hours and without undue disruption of normal business activityupon reasonable notice, during the period prior to the earlier all properties, books, records and Tax Returns of the Effective Time Company and the termination of this Agreement to all each of its books, records, properties, premises and personnel Subsidiaries and all other financialinformation with respect to their respective businesses, operating together with the opportunity, at the sole cost and other data and information regarding expense of the Company or any Buyer, to discuss the business of the Company and each of its Subsidiaries with such directors, officers and counsel for the Company as Gannett Buyer may reasonably requestrequest for the purposes of familiarizing itself with the Company and each of its Subsidiaries and consummating the transactions contemplated hereby, and shall cooperate fully with the Buyer and its Representatives (including accountants and counsel), in connection with the foregoing. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated required to, or to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which cause the Company or any of its Subsidiaries to, grant access or furnish information to Buyer or any of Buyer’s Representatives to the extent that such access or disclosure would, or would reasonably be expected to, (i) unreasonably interrupt the normal course of business of the Company Subsidiaries is a party and its Subsidiaries, (except for Contracts that must ii) violate or prejudice the rights of its customers or employees, (iii) jeopardize an attorney-client or attorney work product privilege, (iv) be disclosed for the Company to comply with its obligations hereunder)prohibited by Applicable Law or an existing contract or agreement, or (cv) violate any confidentiality obligations of the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Buyer shall not, prior to the Closing, have access to employee I-9 forms, applicant or employee background check records, applicable or employee drugs and/or alcohol testing records, personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, discipline or termination, medical or workers compensation, disability or religious accommodation, medical histories or other information that in the Company’s good faith opinion is sensitive or the disclosure of which, after which could subject the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written requestSellers, the Company or any of its Subsidiaries to risk of liability. Buyer and its Representatives shall use reasonable efforts not be permitted to obtain a waiver in respect collect any air, soil, surface water or ground water samples, nor to perform any invasive or destructive sampling on any properties of information subject the Company or any of its Subsidiaries. During any visits to clause (b). All information provided pursuant to any offices or properties of the Company or any of its Subsidiaries permitted by this Section 6.1 4.3(a), the Buyer shall comply, and shall cause its Representatives to comply, with all safety, health and security rules applicable to the premises being visited. The Company or any of its Subsidiaries shall have the right to have a Representative present at all times during any visits to the offices or properties of the Company or any of its Subsidiaries or inspections, interviews and examinations conducted at or on the offices or properties of the Company or any of its Subsidiaries. In no event shall the Buyer or any of its Representatives contact any customers of the Company or any of its Subsidiaries without the consent of the Company, except for contacts made in the ordinary course of business consistent with past practice. For the avoidance of doubt, any access, information or disclosure under this Section 4.3(a) shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the confidentiality obligations of the respective parties to consummate the Merger Buyer and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, (as applicabledefined in the Confidentiality Agreement) under the Confidentiality Agreement.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof of this Agreement until the Closing or earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shallSection 9.1, and shall cause the Company Subsidiaries except as determined by Sellers in good faith to be appropriate to ensure compliance with any applicable Laws and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett and its Representatives reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access subject to any information that, in the reasonable judgment of the Company, applicable privileges (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize including the attorney-client privilege), (b) would result in a breach of any Contract Sellers shall permit Buyer and its representatives to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder)have reasonable access, or (c) the disclosure of whichduring regular business hours and upon reasonable advance notice, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) the offices, facilities, properties and the financial, accounting and other books and records of Sellers and the Acquired Companies relating to the Business (provided such access does not permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement“Phase II” or other environmental sampling, the Restructuring Agreements testing or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (iinvestigations) and (ii) the appropriate management personnel of Sellers and the Acquired Companies. Without limiting the foregoing, Sellers shall furnish to Buyer and its representatives such additional financial and operating data and other information regarding the Business as Buyer may from time to time reasonably request for purposes of conducting its due diligence review of the first paragraph of page 3 Business, preparing to operate the Business following the Closing and in connection with the carry-over paragraph at the top of page 3 consummation of the Nondisclosure Agreementtransactions contemplated hereby. It is understood that Sellers shall be under no obligation to grant Buyer or its representatives any access if such access would, under the circumstances and in the sole discretion of Sellers, unreasonably interfere with Sellers’ or their respective Affiliates’ operations, activities or employees, or if such access would, in the reasonable judgment of Sellers, violate applicable antitrust or similar Laws. With respect to any Persons with which any Seller, any Acquired Company or the Satair JV has a direct or indirect contractual relationship, and (iv) provide any Governmental Authorities with jurisdiction over or that regulates any Sellers, any Acquired Company the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder Satair JV or the conditions Business, Buyer shall not make any independent inquiry with respect to any Seller, any Acquired Company, the Satair JV, or the Business without Sellers’ prior written consent and, to the obligations of the respective parties extent Sellers consent thereto, all such inquiries shall be conducted by Sellers in response to consummate the Merger and the other transactions contemplated a request by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableBuyer.

Access and Information. Upon reasonable prior notice 4.1.1 During the period commencing on the Execution Date and subject to applicable Law, from the date hereof until ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with its terms and Article 8 (the Effective Time“Pre-Closing Period”), the Company shall, and AstraZeneca shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett Horizon and its Representatives officers, employees, agents, attorneys, consultants, advisors and other representatives (collectively, “Representatives”), continued reasonable access during normal business hours to AstraZeneca employees to discuss the Product Business and without undue disruption of normal business activity, during the period prior full access to the earlier books and records of AstraZeneca, to the Effective Time and extent maintained in connection with the termination of this Agreement to all of its booksProduct Business, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for provide to Horizon such information, books and records to the extent that they relate to the Product Business, as Horizon may reasonably request; provided, however, that AstraZeneca may restrict the foregoing access to the extent that in the reasonable judgment of AstraZeneca, any Law applicable to AstraZeneca, the Purchased Assets, the Product, the APA Licensed Intellectual Property, the Ex-US Licensed Patents, the Licensed Regulatory Documentation or the Product Business requires it to so restrict such access and AstraZeneca shall provide Horizon with a general description of the type of any such information withheld by AstraZeneca to the extent that AstraZeneca is permitted to do so; and provided, further, that such access shall not unreasonably disrupt AstraZeneca’s ordinary course operations. Notwithstanding anything to the contrary contained in this Agreement, AstraZeneca shall not be required to disclose any information or provide any such access if such disclosure or access could, in AstraZeneca’s reasonable judgment, (i) violate (A) applicable Law, including applicable antitrust Laws, or (B) any binding agreement entered into prior to the Execution Date (including any confidentiality agreement to which AstraZeneca is a manner that would not reasonably be expected to jeopardize the attorney-client privilegeparty), (bii) would result in a breach of jeopardize any Contract to which the Company attorney/client privilege or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), other established legal privilege or (ciii) disclose any trade secrets not included in the disclosure of which, after the Company’s consultation with counsel, would violate any applicable LawAPA Licensed Intellectual Property or Purchased Assets; provided, that the Company AstraZeneca shall provide access to Horizon with a general description of the type of any such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), withheld by AstraZeneca to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement that AstraZeneca is permitted to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicabledo so.

Access and Information. (a) Upon reasonable prior notice and subject to applicable Applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett Parent and its Representatives financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of the normal business activityactivities of the Company and the Company Subsidiaries, during the period prior to the earlier of the Effective Time and the termination of this Agreement Agreement, to all of its or their respective books, records, properties, premises and personnel and all of its or their other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett Parent may reasonably request. Notwithstanding the foregoing, ; provided that (a) the Company and the Company Subsidiaries shall not be obligated to provide access to (i) any information that, in the reasonable judgment of the Company, (a) that would result in the loss of attorney-client privilege with respect to such information (provided, provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would does not reasonably be expected to jeopardize the attorney-client result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent), (bii) any information that would result in a breach of any Contract an agreement to which the Company or any of the Company Subsidiaries is a party (except for Contracts provided that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a any required consent or waiver in respect of information subject such counterparty to clause (b). All information provided pursuant allow such access or disclose such information, and failing the receipt of such consent or waiver, shall use commercially reasonable efforts to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”make appropriate substitute disclosure and/or access arrangements), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses any information that would violate any Applicable Law, (ib) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No no investigation pursuant to this Section 6.1 8.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule Agreement and coordinate all inspections with (c) the Company and Company Subsidiaries shall give the Company at least three (3) Business Days prior written notice thereofnot be required to conduct, setting forth the inspection or materials that Gannett permit Parent or any of its Representatives intend to conduct conduct, any environmental investigation or reviewsampling of soil, as applicableair, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Each party shall continue to abide by the terms of the confidentiality agreement between CVS Health Corporation and the Company, dated April 21, 2015 (the “Confidentiality Agreement”).

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and until the Effective TimeClosing, the Company shallsubject to any applicable Laws, and Seller shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett Buyer and its Representatives reasonable access representatives access, during normal regular business hours and without undue disruption of normal business activityupon reasonable advance written notice, during the period prior to the earlier of Transferred Business, including the Effective Time Transferred Books and the termination of this Agreement Records, as Buyer shall from time to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may time reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries request in writing; it being understood that in no event shall not be obligated to provide Buyer have access to (i) any information thatthat (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, including U.S. Antitrust Laws, (y) in the reasonable judgment of the Company, (a) Seller would result in the loss violate any obligation of attorney-client privilege Seller or any of its Subsidiaries with respect to such disclosure of information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach confidentiality or destroy any legal privilege of any Contract to which the Company Seller or any of the Company its Subsidiaries is a party (except for Contracts that must be disclosed for the Company if, with respect to comply with its obligations hereunder)confidentiality, or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use Seller has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its reasonable best efforts to provide such information in a manner and form that would not violate any such obligation with respect to disclosure of information subject or confidentiality or destroy any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC) or (ii) accountants’ work papers; 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 request by or on behalf of Buyer; provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to clause (b)such information. All information provided received by Buyer or its representatives pursuant to this Section 6.1 shall be subject to governed by the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Confidentiality Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from From the date hereof until the earlier to occur of the Closing Date and the termination of this Agreement in accordance with its terms terms, the Buyer and its Affiliates shall be entitled, including through its and their Representatives, to make such investigation of the Transferred Assets, Assumed Liabilities and services to be provided pursuant to the Transition Services Agreement and the Effective TimeMNSA and such examination of the Records to the extent related thereto, and to receive such information, including financial information (including the Company information set forth on Schedule VI), as it reasonably requests and to make extracts and copies of such Records, including reasonable access to customary supporting information, data and documentation necessary for the preparation of the Buyer’s financial reports. Any such investigation and examination shall be conducted after reasonable advance notice under reasonable circumstances and shall be subject to any restrictions under applicable Law and this Agreement. The Sellers shall, and shall cause their controlled Affiliates and Representatives to, cooperate with the Company Subsidiaries Buyer and its Affiliates and their Representatives in connection with such investigation and examination, and the Buyer and its Affiliates and Representatives shall cooperate with the respective Representatives of the Company Sellers and shall use their reasonable best efforts to minimize any disruption to the Company Subsidiaries to, afford to Gannett and business. This Section 5.8 shall not entitle Buyer or its Representatives reasonable to contact any Third Party doing business with Sellers, access during normal business hours and without undue disruption the properties or Records of normal business activity, during any such Third Party or access the period prior to the earlier properties of the Effective Time and the termination of this Agreement to all of Seller or its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information thatcontrolled Affiliates, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access each case without Seller’s prior written consent. No investigation or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to notice under this Section 6.1 5.8 or otherwise shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with alter any Legal Proceeding in respect of this Agreementrepresentation or warranty given hereunder by Sellers, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions condition to the obligations of the respective parties Parties under this Agreement or Buyer’s right to consummate indemnification hereunder or (ii) modify any section of the Merger and Disclosure Schedules. Notwithstanding anything to the other transactions contemplated by contrary set forth in this Agreement. Gannett Section 5.8, in no event shall schedule and coordinate all inspections the Sellers be required to prepare any financial statements with regard to the Company and shall give Business, the Company at least three (3) Business Days Transferred Assets or the Assumed Liabilities, whether prior written notice thereof, setting forth to or following the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableClosing.

Access and Information. Upon reasonable prior notice and subject to applicable Applicable Law, from the date hereof until the earlier to occur each of the termination of this Agreement in accordance with its terms Company and the Effective Time, the Company Parent shall, and shall respectively cause the Company Subsidiaries and the Representatives of the Company and the Company their respective Subsidiaries to, afford to Gannett the other party and its Representatives financial advisors, legal counsel, financing sources, accountant or other advisor, agent or authorized representative (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of normal business activity, during activity throughout the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and, during such period, shall furnish, and all shall cause to be furnished, as promptly as reasonably practicable to the other financialparty, operating (a) a copy of each report, schedule and other data and information regarding the Company document filed or received by it or any of its Subsidiaries pursuant to the Company Subsidiaries requirements of the federal securities laws or a Governmental Entity, except, with respect to examination reports, as Gannett may be restricted by Applicable Law and (b) all other information as the other party reasonably may request. Notwithstanding the foregoing; provided, that (i) the Company and the Company Subsidiaries Parent (and their respective Subsidiaries) shall not be obligated to provide access disclose more than ten (10) Business Days prior to the estimated Closing Date (A) any competitively sensitive information, (B) any information that, that in the reasonable judgment Judgment of the CompanyCompany or Parent, (a) as the case may be, would result in the loss of attorney-client privilege with respect to such information or (provided, C) any information that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract an agreement to which the Company or Parent (or any of the Company Subsidiaries their respective Subsidiaries) is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No no investigation pursuant to this Section 6.1 8.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder herein or the conditions to the obligations of the respective parties to consummate the Merger Merger. If either party intends to rely on Section 8.1(b)(i) to withhold information from the other party, such party shall advise the other party as to such intention and shall provide the other party with a sufficient summary of the withheld information in order for the other party to evaluate the basis of the non-disclosure. Each party shall continue to abide by the terms of the Confidentiality Agreement between Parent and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereofCompany, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or reviewdated February 17, 2006, as applicableamended (the “Confidentiality Agreement”).

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) Between the date hereof until and the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms ARTICLE IX hereof, subject to compliance with applicable Law and compliance with restrictions under the Effective Time, the Company shallConfidentiality Agreements and any other binding non-disclosure or confidentiality agreement, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford except as could reasonably be expected to Gannett and its Representatives reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss disclosure of attorney-client privilege with respect to such information or materials protected by attorney client, attorney work product or other legally recognized privileges or immunity from disclosure (provided, however, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would does not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract such agreement or a loss of attorney-client privilege or other immunity from disclosure, including by the provision of appropriate substitute disclosure arrangements), the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees, counsel, accountants, representatives and other agents (collectively, “Agents”) to, upon reasonable advance notice from the Purchaser and subject to reasonable coordination between Purchaser and the Company as to the timing and nature of such access (which such notice and coordination should be to and with the Company’s Chief Executive Officer, Chief Financial Officer or such other person as the Company may designate in writing from time to time), provide the Purchaser and its Agents reasonable access, during normal business hours, without interfering with the operation of the business of the Company or its Subsidiaries, to the premises, employees (including executive officers), properties (including, for the purposes of conducting non-subsurface environmental assessments), contracts, books, records and other information (including Tax Returns filed and those in preparation) of the Company and its Subsidiaries and shall cause the Company’s and its Subsidiaries’ officers to furnish to and discuss with the Purchaser and its Agents, such financial, business, technical and operating data and other information pertaining to the Company and its Subsidiaries as Purchaser may reasonably request, subject to compliance with applicable Law, including the HSR Act. Notwithstanding anything to the contrary herein, in the event that the Purchaser and its Agents desire to initiate contact or communicate with any of the Special Affiliates, any of the employees (other than [*]), vendors or payors of the Company or its Subsidiaries, or with any other Person with a material business relationship with the Company or any of the Company Subsidiaries Subsidiaries, and such contact or communication directly or indirectly relates to or is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements Merger or the transactions contemplated hereby or therebyhereby, (ii) permit disclosure of Company Evaluation Materials in compliance the Purchaser shall first consult with Section 6.6, (iii) delete clauses (i) and (ii) obtain the written consent of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableCompany.

Access and Information. Upon reasonable prior notice and subject to applicable Law, For a period of five (5) years from the date hereof until Closing Date, the earlier Buyer will afford to occur the Sellers and their Representatives (as hereinafter defined), upon reasonable notice at reasonable times and in the presence of an authorized representative of the termination of this Agreement in accordance with its terms and the Effective TimeBuyer, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett and its Representatives reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use all of the documentation making up the Loan files, including all material documents related thereto (collectively, the “Loan Files”) and disclosure all documentation and information that may be created or placed in the Loan Files after the Closing Date, with a right to copy at Xxxxx Fargo Guam’s or Xxxxx Fargo Saipan’s expense, as the case may be, (ii) a complete transaction history for the Loans, including all payment and collection information, from the Transfer Date, with a right to copy at Xxxxx Fargo Guam’s or Xxxxx Fargo Saipan’s expense, as the case may be, and (iii) the Buyer’s premises, employees and auditors if such access is reasonably deemed necessary by either of Company Evaluation Materials the Sellers or any of their parents or affiliates in connection with tax, regulatory, litigation, contractual or other non-competitive matters reasonably related to the partiesLoans or the conduct of either of the Seller’s business prior to the Closing. Access to documentation and information in the Loan Files that is created or placed therein after the Closing Date shall, if requested by the Buyer, be provided by the Buyer upon execution by the relevant Seller or Sellers of an agreement to protect the confidentiality of such documentation and information in form and content mutually acceptable to such Seller or Sellers and the Buyer. The Buyer will preserve and keep the Loan Files for a period of at least seven (7) years from the Transfer Date. Following such time, if the Buyer wishes to destroy any Loan Files, then it will give 60 days’ obligations under Section 6.5 prior written notice of such planned destruction to each of the Sellers, and, either Seller shall have the right at its option and in connection with any Legal Proceeding in respect expense to take possession of such Loan Files within such 60-day period. For the purposes of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or therebyterms “Representatives” means, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure respect to any party to this Agreement, such party’s directors, officers, members, managers, affiliates, employees, attorneys, accountants, lenders, consultants, independent contractors and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableagents.

Access and Information. (a) Upon reasonable prior notice and subject to applicable Lawadvance notice, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company Seller shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries its Affiliates to, afford give to Gannett Parent, Buyer and its Representatives their officers, employees, accountants, counsel and other representatives reasonable access (including for the purpose of inspection and copying) during Seller's or the applicable Affiliate's normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of Closing to the Effective Time Real Property, Purchased Assets, Business Records and the termination of this Agreement Business Employees and to all of its Seller's or the applicable Affiliate's properties, books, recordscontracts, propertiescommitments, premises reports of examination and records (excluding confidential portions of personnel and all other financial, operating and other data and information regarding medical records) directly relating to the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoingBusiness, the Company Purchased Assets or the Assumed Liabilities (but excluding the Excluded Assets and the Company Subsidiaries shall not be obligated to provide access Excluded Liabilities and subject to any information that, in the reasonable judgment of the Company, (a) would result in the loss of limitations that are reasonably required to preserve any applicable attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorneyThird-client privilege), (bParty confidentiality obligation) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure purpose of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett allowing Parent and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement Buyer to (i) permit use and disclosure observe Seller's year end audit, including an audit of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or therebyphysical Inventory, (ii) permit disclosure conduct appraisals of Company Evaluation Materials in compliance with Section 6.6, the Purchased Assets and (iii) delete clauses conduct environmental due diligence. Seller shall, and shall cause its Affiliates to, assist Parent and Buyer, at Parent's and Buyer's expense, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to Parent and Buyer for such purposes. In conducting any inspections, sampling, investigations or tests of the Transferred Premises or Leased Premises or in installing any temporary monitoring xxxxx or equipment thereon, Parent, Buyer and their agents and representatives shall: (i) not interfere in any material respect with the operation and maintenance of the Transferred Premises and Leased Premises; (ii) not damage in any material respect any part of the first paragraph of page 3 Transferred Premises and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and Leased Premises or any personal property owned or held by any Third Party; (iii) comply with all applicable Laws; (iv) provide that promptly pay when due all of its costs of all tests, investigations, and examinations performed by or on behalf of Parent and Buyer with regard to the obligations of Gannett thereunder terminate as Transferred Premises and Leased Premises; (vi) not permit any Encumbrances to attach to the Transferred Premises or Leased Premises by reason of the Effective Time. No investigation pursuant exercise of its rights hereunder; (vii) repair any damage to this Section 6.1 shall affect the Transferred Premises and Leased Premises resulting directly or indirectly from any representations such inspection or warranties made hereintests; (viii) carry insurance reasonably requested by Seller, rights name Seller as an additional insured thereunder, and provide Seller with copies of such insurance; (ix) not reveal or disclose prior to Closing any information obtained concerning the Transferred Premises and Leased Premises to any Third Parties, except as reasonably necessary to effectuate the Closing or except as may be otherwise required by applicable Law; and (x) not take subsurface soil or groundwater samples in the vicinity of the respective parties hereunder Designated Remedial Action without Seller's consent (which consent shall not be unreasonably withheld or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicabledelayed).

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier Closing, subject to occur reasonable rules, regulations and policies of the termination of this Agreement in accordance with its terms Company and the Effective Timeany applicable Laws, the Company Seller shall, and shall cause BBHI Holdings, the Company Subsidiaries and the Subsidiaries to, (i) afford Acquiror and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the employees of the Company and the Company Subsidiaries toSubsidiaries, afford (ii) furnish or cause to Gannett be furnished to Acquiror any financial and its Representatives reasonable access during normal business hours operating data and without undue disruption of normal business activity, during the period prior other information that is available with respect to the earlier of the Effective Time Company and the termination of this Agreement Business as Acquiror from time to all of its bookstime reasonably requests, recordsincluding internally generated subscriber, properties, premises and personnel and all other financial, operating accounts receivable and other data and operational reports with respect to the Business that are produced in the Ordinary Course, (iii) furnish or cause to be furnished to Acquiror any information regarding relating to the Company or the Subsidiaries and such other assistance as is reasonably necessary to satisfy the periodic reporting obligations of Acquiror and its Affiliates and (iv) instruct the employees of the Company and the Subsidiaries, and its counsel and financial advisors, to reasonably cooperate with Acquiror in connection with the foregoing; provided that in no event shall Acquiror have access to any information that (x) based on advice of Seller’s counsel, would violate applicable Laws, including U.S. Antitrust Laws, or would destroy any legal privilege, or (y) in Seller’s reasonable judgment, would (A) result in the disclosure of any trade secrets or other proprietary or confidential information of third parties or (B) violate any obligation of BBHI Holdings, the Company, the Subsidiaries or any Affiliate of any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoingforegoing with respect to confidentiality; provided that in each case Seller, BBHI Holdings, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its have used commercially reasonable efforts to allow permit the disclosure of such information; it being understood that Acquiror shall reimburse Seller promptly for such access or disclosure in a manner that would not reasonably be expected to jeopardize out-of-pocket reasonable expenses of Seller, BBHI Holdings, the attorney-client privilege)Company, (b) would result in a breach of any Contract to which the Company Subsidiaries or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply their Affiliates incurred in complying with its obligations hereunder), any such request by or (c) the disclosure on behalf of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b)Acquiror. All information provided received pursuant to this Section 6.1 5.1(a) shall be subject to governed by the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Confidentiality Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. (a) Upon reasonable prior notice and subject to applicable Lawadvance notice, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company Seller shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries its Affiliates to, afford give to Gannett Parent, Buyer and its Representatives their officers, employees, accountants, counsel and other representatives reasonable access (including for the purpose of inspection and copying) during Seller's or the applicable Affiliate's normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of Closing to the Effective Time Real Property, Purchased Assets, Business Records and the termination of this Agreement Business Employees and to all of its Seller's or the applicable Affiliate's properties, books, recordscontracts, propertiescommitments, premises reports of examination and records (excluding confidential portions of personnel and all other financial, operating and other data and information regarding medical records) directly relating to the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoingBusiness, the Company Purchased Assets or the Assumed Liabilities (but excluding the Excluded Assets and the Company Subsidiaries shall not be obligated to provide access Excluded Liabilities and subject to any information that, in the reasonable judgment of the Company, (a) would result in the loss of limitations that are reasonably required to preserve any applicable attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorneyThird-client privilege), (bParty confidentiality obligation) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure purpose of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett allowing Parent and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement Buyer to (i) permit use and disclosure observe Seller's year end audit, including an audit of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or therebyphysical Inventory, (ii) permit disclosure conduct appraisals of Company Evaluation Materials in compliance with Section 6.6, the Purchased Assets and (iii) delete clauses conduct environmental due diligence. Seller shall, and shall cause its Affiliates to, assist Parent and Buyer, at Parent's and Buyer's expense, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to Parent and Buyer for such purposes. In conducting any inspections, sampling, investigations or tests of the Transferred Premises or Leased Premises or in installing any temporary monitoring wells or equipment thereon, Parent, Buyer and their agents anx xxpresentatives shall: (i) not interfere in any material respect with the operation and maintenance of the Transferred Premises and Leased Premises; (ii) not damage in any material respect any part of the first paragraph of page 3 Transferred Premises and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and Leased Premises or any personal property owned or held by any Third Party; (iii) comply with all applicable Laws; (iv) provide that promptly pay when due all of its costs of all tests, investigations, and examinations performed by or on behalf of Parent and Buyer with regard to the obligations of Gannett thereunder terminate as Transferred Premises and Leased Premises; (vi) not permit any Encumbrances to attach to the Transferred Premises or Leased Premises by reason of the Effective Time. No investigation pursuant exercise of its rights hereunder; (vii) repair any damage to this Section 6.1 shall affect the Transferred Premises and Leased Premises resulting directly or indirectly from any representations such inspection or warranties made hereintests; (viii) carry insurance reasonably requested by Seller, rights name Seller as an additional insured thereunder, and provide Seller with copies of such insurance; (ix) not reveal or disclose prior to Closing any information obtained concerning the Transferred Premises and Leased Premises to any Third Parties, except as reasonably necessary to effectuate the Closing or except as may be otherwise required by applicable Law; and (x) not take subsurface soil or groundwater samples in the vicinity of the respective parties hereunder Designated Remedial Action without Seller's consent (which consent shall not be unreasonably withheld or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicabledelayed).

Access and Information. Upon reasonable prior notice and subject to applicable Applicable Law, from the date hereof until the earlier to occur each of the termination of this Agreement in accordance with its terms Company and the Effective Time, the Company Parent shall, and shall respectively cause the Company Subsidiaries and the Representatives of the Company and the Company their respective Subsidiaries to, afford to Gannett the other party and its Representatives financial advisors, legal counsel, financing sources, accountant or other advisor, agent or authorized 52 representative (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of normal business activity, during activity throughout the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and, during such period, shall furnish, and all shall cause to be furnished, as promptly as reasonably practicable to the other financialparty, operating (a) a copy of each report, schedule and other data and information regarding the Company document filed or received by it or any of its Subsidiaries pursuant to the Company Subsidiaries requirements of the federal securities laws or a Governmental Entity, except, with respect to examination reports, as Gannett may be restricted by Applicable Law and (b) all other information as the other party reasonably may request. Notwithstanding the foregoing; provided, that (i) the Company and the Company Subsidiaries Parent (and their respective Subsidiaries) shall not be obligated to provide access disclose more than ten (10) Business Days prior to the estimated Closing Date (A) any competitively sensitive information, (B) any information that, that in the reasonable judgment Judgment of the CompanyCompany or Parent, (a) as the case may be, would result in the loss of attorney-client privilege with respect to such information or (provided, C) any information that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract an agreement to which the Company or Parent (or any of the Company Subsidiaries their respective Subsidiaries) is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No no investigation pursuant to this Section 6.1 8.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder herein or the conditions to the obligations of the respective parties to consummate the Merger Merger. If either party intends to rely on Section 8.1(b)(i) to withhold information from the other party, such party shall advise the other party as to such intention and shall provide the other party with a sufficient summary of the withheld information in order for the other party to evaluate the basis of the non-disclosure. Each party shall continue to abide by the terms of the Confidentiality Agreement between Parent and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereofCompany, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or reviewdated February 17, 2006, as applicableamended (the “Confidentiality Agreement”).

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms terms, subject to any applicable Law and COVID-19 Measures, the Target Company, to the extent not unreasonably disruptive to the employees of the Target Company and the Effective TimeTransferred Subsidiary or the Target Business or the operation thereof, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries its controlled Affiliates to, afford to Gannett Purchaser and its Affiliates and other Representatives reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior upon reasonable advance notice to the earlier books and records and other documents of the Effective Time Target Business and the termination of this Agreement to all of its books, records, propertiesemployees, premises and personnel facilities of the Target Company and all the Transferred Subsidiary and furnish Purchaser and its Affiliates and other Representatives, in a reasonably timely manner upon reasonable advance notice during normal business hours, the financial, operating and other data and information regarding of the Target Company and the Transferred Subsidiary, in each case, to the extent reasonably requested by Purchaser to ensure an orderly and efficient transition of the Target Business to Purchaser, to prepare for the Closing and to facilitate the satisfaction of the conditions to the Closing under Article VII, in each case subject to Section 6.8 and the Confidentiality Agreement; provided, however, that in no event shall Purchaser or its Representatives have access to any information that is solely related to the business and affairs of Parent or any of its Affiliates (other than the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Target Company and the Transferred Subsidiary), or the disclosure of which, based on advice of Parent’s outside legal counsel, or in Parent’s reasonable determination, would violate applicable Law or be reasonably expected to destroy any legal privilege; provided, further, that the auditors and accountants of Target Company Subsidiaries and Transferred Subsidiary shall not be obligated to provide make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures in their ordinary course of business and then only after such Person has signed a customary agreement reasonably requested relating to such access to any information that, work papers in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect form and substance reasonably acceptable to such information (providedauditors or accountants. In the event that disclosing such books, that records and other documents would violate any obligation of Parent, the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Target Company or any of their respective Affiliates to a third-party with respect to confidentiality, the Company Subsidiaries is Parties shall reasonably cooperate so such books, records and other documents might be made available in a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder)redacted format, or (c) the disclosure of whichor, after the Company’s consultation with counsel, if such redaction would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in pertinent information being omitted, Parent shall make such books, records and other documents available if Purchaser delivers confidentiality undertakings reasonably satisfactory to Parent. Purchaser shall promptly reimburse Parent and the events described Target Company for any reasonable out-of-pocket expenses Parent or the Target Company incurs in clauses (a) through (c)complying with any such request by or on behalf of Purchaser, and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided its Affiliates or their Representatives pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”6.5(a), to the extent such . All requests for information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation made pursuant to this Section 6.1 6.5(a) shall affect any representations be directed to an executive officer of Parent or warranties made herein, rights such Persons as may be designated by Parent or a member of senior management of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated Target Company approved by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableParent.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective TimeClosing, the Company A/N shall, and shall cause the Company Subsidiaries Bengal and the Representatives of the Company and the Company its Subsidiaries to, (i) afford to Gannett Cheetah and its Representatives reasonable access access, during normal regular business hours and without undue disruption of normal business activityupon reasonable advance notice, during the period prior to the earlier employees of the Effective Time Bengal and its Subsidiaries, (ii) furnish or cause to be furnished to Cheetah any financial and operating data and other information that is available with respect to Bengal and the termination of this Agreement Bengal Business as Cheetah from time to all of its bookstime reasonably requests, recordsincluding billing records and internally generated subscriber, properties, premises and personnel and all other financial, operating accounts receivable and other data operational reports with respect to the Bengal Business that are produced in the Ordinary Course, (iii) furnish or cause to be furnished to Cheetah any information relating to Bengal or its Subsidiaries and information regarding such other assistance as is reasonably necessary to satisfy the Company or any periodic reporting obligations of Cheetah and its Affiliates and (iv) instruct the Company Subsidiaries as Gannett may employees of Bengal and its Subsidiaries, and its counsel and financial advisors, to reasonably request. Notwithstanding cooperate with Cheetah in connection with the foregoing; provided, the Company and the Company Subsidiaries that in no -41- event shall not be obligated to provide Cheetah have access to any information thatthat (x) based on advice of A/N’s counsel, would violate applicable Laws, including U.S. Antitrust Laws, or would destroy any legal privilege, or (y) in the A/N’s reasonable judgment of the Companyjudgment, would (aA) would result in the loss disclosure of attorney-client privilege any trade secrets or other proprietary or confidential information of third parties or (B) violate any obligation of Bengal or any of its Affiliates with respect to such information (confidentiality; provided, further, that the Company in each case A/N, Bengal and its Subsidiaries shall use its have used commercially reasonable efforts to allow for make alternative arrangements to permit access to and the disclosure of such access information. If any of the information or disclosure in a manner that would not reasonably be expected material furnished pursuant to jeopardize this Section 5.1 includes material or information subject to the attorney-client privilege), (b) would result in a breach of any Contract to which the Company work product doctrine or any other applicable privilege concerning pending or threatened litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, parties hereto that the Company sharing of such material or information is not intended to, and shall provide access not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided under this Section 5.1 that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such information to protection under these privileges, this Agreement and the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b)joint defense doctrine. All information provided received pursuant to this Section 6.1 5.1(a) shall be subject to governed by the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Confidentiality Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. Upon On and after the date hereof, upon reasonable prior notice notice, Seller shall give to Purchaser and subject its counsel, agents, representatives and designees full access to applicable Lawthe Property and the right to enter upon the Property and make or conduct soil tests, from the date hereof until the earlier to occur engineering studies, inspections and examinations of the termination of this Agreement Property and all components thereof, including but not limited to, all utility and mechanical systems serving or in accordance with its terms and any way related to the Effective TimeProperty, the Company shallenvironmental, architectural, space planning, and landscaping studies, surveys, plans, drawings, or investigations and such other inspections or surveys thereof as Purchaser may desire, except that any invasive testing shall cause the Company Subsidiaries require Seller's reasonable consent, and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett and its Representatives reasonable full access during normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises contracts and personnel and all other financial, operating and other data and information regarding commitments directly related to the Company or any operation of the Company Subsidiaries Property, and Seller's last Form 10K and Form 10Q, and will furnish all such information and documents (certified, if requested) relating to the operation of the Property as Gannett Purchaser and its counsel, agents, other representatives and designees may reasonably request. Notwithstanding Seller shall, upon request of Purchaser, furnish Purchaser with copies of all such items and material. In conducting the foregoingforegoing investigations, the Company Purchaser and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company its agents and representatives shall use its commercially reasonable good faith efforts to allow for such access or disclosure in a manner not unreasonably disrupt Seller's business operations at the Property. Purchaser acknowledges that would FDA regulations prohibit entry to the Buildings during the course of Seller's production runs. Purchaser will not reasonably be expected disclose any confidential information obtained from Seller to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party others (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with Purchaser's counsel, would violate any applicable Law; providedagents and other representatives involved in this transaction, that the Company each of which shall provide access be bound by an agreement to keep such information confidential and to return such information to the maximum extent that disclosure would not result Purchaser in the events described in clauses (a) through (cevent this Agreement is terminated). In the event this Agreement is terminated, and, upon Gannett’s written request, the Company shall Purchaser will use reasonable efforts in good faith to obtain a waiver keep confidential any information (unless readily ascertainable from public information or sources or otherwise required by law to be disclosed) obtained from Seller in respect of information subject connection with the transactions contemplated by this Agreement and will return to clause (b)Seller all documents, work papers and other written material obtained by Purchaser from Seller. All information provided In connection with Purchaser's entry onto the Property to conduct tests, studies and examinations, Purchaser shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, arising from any bodily injury, property damage or mechanics' lien claim caused by Purchaser, or the firms retained by Purchaser to conduct specific examinations and tests, pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein7.2; provided, this Agreement however, Purchaser's foregoing obligations shall amend not include any obligation or duty with respect to claims (including claims that the Nondisclosure Agreement to Property has declined in value) arising out of, resulting from or incurred in connection with (i) permit use the discovery, presence or Release of any Hazardous Substances, unless such presence or Release was caused by Purchaser or its agents and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreementother representatives, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure the results, findings, tests or analyses of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) Purchaser's environmental investigation of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableProperty.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company (a) (i) Crompton shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries its Affiliates to, afford give to Gannett GE and to its Representatives officers, employees, accountants, counsel (subject to the restrictions of attorney-client privilege) and other representatives reasonable access access, during Crompton's or the applicable Affiliate's normal business hours and without undue disruption of normal business activity, during throughout the period prior to the earlier of the Effective Time and the termination of this Agreement Closing, to all of its Crompton's or the applicable Affiliate's properties (real or personal), books, recordscontracts, propertiescommitments, premises reports of examination and records (excluding confidential portions of personnel and all other financialmedical records) primarily (or if not primarily, operating to the extent) relating to the OSi Business or the Transferred OSi Assets (but excluding the Excluded OSi Assets and other data Excluded Crompton Liabilities and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access subject to any information that, in the reasonable judgment of the Company, (a) would result in the loss of limitations under applicable Law or that are reasonably required to preserve any applicable attorney-client privilege with respect to or Third-Party confidentiality obligation). Crompton shall, and shall cause its Affiliates to, assist GE in making such information (provided, that the Company investigation and shall use its commercially reasonable efforts to allow cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to, and cooperate fully with, GE for such access purposes. No investigation by GE or disclosure its representatives or advisers prior to or after the date of this Agreement (nor any information obtained by GE pursuant to this Section 5.1) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Collateral Agreement. Without limiting the generality of the foregoing, Crompton agrees that from and after the date of this Agreement and until the Closing Date, it will keep GE reasonably informed contemporaneously of any significant issues or developments relating to human resources at the various OSi Business plants and facilities (collectively, the "OSI FACILITIES"), and will permit GE (A) to conduct, utilizing the services of any legal or consulting groups, a manner that would not reasonably be expected reasonable "management audit" of the human resources environment at the OSi Facilities (subject to jeopardize the protection of attorney-client privilege), ) and (bB) would result in a breach to reasonably conduct introduction and orientation programs for OSi Business Employees at the OSi Facilities after reasonable consultation with Crompton as to the substantive content of any Contract such programs. Any activities that GE undertakes pursuant to which the Company or any clauses (A) and (B) of the Company Subsidiaries is a party (except for Contracts that must preceding sentence shall be disclosed for the Company to comply at GE's expense. Crompton will reasonably cooperate with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation any activities GE undertakes with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information respect to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided OSi Facilities pursuant to this Section 6.1 shall be subject 5.1(a)(i), including by providing GE with reasonable access to OSi Business Employees and any other employees at the terms OSi Facilities during working time and on the premises of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableOSi Facilities.

Access and Information. Upon reasonable prior notice 4.1.1 During the period commencing on the Execution Date and subject to applicable Law, from the date hereof until ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), Seller shall afford Buyer and its terms officers, employees, agents, attorneys, consultants, advisors and other representatives (collectively, “Representatives”), continued reasonable access to the Representatives and, through an electronic data room, the books and records of Seller, including the Product Promotional Materials, to the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities, and the Effective TimeLicensed Intellectual Property, and during such period, shall provide to Buyer such information, books and records to the extent that they relate to the Product Business, the Company shallPurchased Assets, and shall cause the Company Subsidiaries and Assumed Liabilities, the Representatives of Closing Inventory or the Company and the Company Subsidiaries toLicensed Intellectual Property, afford to Gannett and its Representatives reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett Buyer may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries request (provided that Seller shall not only be obligated required to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for provide Buyer any such access information, books and records that are in the possession or disclosure in control of a manner that would not reasonably be expected to jeopardize the attorney-client privilegeThird Party), (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed each case for the Company purpose of enabling Buyer to comply with its obligations hereunder)verify the accuracy of Seller’s representations and warranties contained in this Agreement, or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access and to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials continue conducting due diligence in connection with the parties’ obligations under Section 6.5 Transactions, and as may be agreed by Buyer and Seller as useful and allowable for post-Closing integration planning; provided, however, that such access shall not unreasonably disrupt Seller’s ordinary course operations. Notwithstanding anything to the contrary contained in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements Seller shall not be required to disclose any information or the transactions contemplated hereby provide any such access if such disclosure or therebyaccess would reasonably be expected, in Seller’s reasonable judgment, (i) violate applicable Law, including applicable antitrust Laws, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6jeopardize any attorney/client privilege or other established legal privilege, or (iii) delete clauses (i) and (ii) of disclose any trade secrets not included in the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableLicensed Intellectual Property.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier Closing, subject to occur of the termination of this Agreement in accordance with its terms any applicable Law and the Effective Timesubject to any applicable privileges (including attorney-client privilege), the Company shalltrade secrets, and contractual confidentiality obligations, upon reasonable prior written notice, Seller shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, (i) afford to Gannett Buyer and its Representatives reasonable access access, during normal business hours and without undue disruption of normal business activityhours, during the period prior to the earlier of the Effective Time Books and the termination of this Agreement Records in Seller’s possession or reasonably available to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the CompanySeller, (aii) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for cause to be made available to Buyer and its Representatives the offices and properties of the Company and its Subsidiaries, the Company Employees and the Business and (iii) furnish to Buyer such additional financial and other information in Seller’s possession or reasonably available to Seller regarding the Company and its Subsidiaries, the Shares and the Business. The reasonableness of such access and requests shall be determined by Seller acting reasonably (taking into account, among other considerations, the competitive positions of Seller, Buyer, the Company and its Subsidiaries, the Business and the sensitive nature of the Transactions). Any such access or disclosure requests shall (A) be supervised by such Persons as may be reasonably designated by Seller and (B) be conducted in such a manner that would so as not reasonably to unreasonably interfere with any of the businesses or operations of Seller, the Company, any of their respective Affiliates or the Business. All requests for access or information made pursuant to this Section 5.1(a) shall be expected directed to jeopardize the attorney-client privilege)Person set forth in Section 5.1(a) of the Seller Disclosure Schedule, (b) would result in a breach which Person may be replaced by Seller at any time by providing written notice to Buyer, and, except under exigent circumstances, Buyer shall not directly or indirectly contact any Representative of any Contract to which Seller, the Company or any of their respective Affiliates without the Company Subsidiaries is a party (except for Contracts that must be disclosed for prior written approval of such designated Person. In no event shall the Company to comply with its obligations hereunder), or (c) the disclosure auditors and independent accountants of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written requestSeller, the Company or their respective Affiliates 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 reasonably requested by Seller, Buyer shall, and shall use reasonable efforts cause its Affiliates (as applicable) to, enter into a customary and mutually acceptable joint defense agreement with Seller, the Company or their respective Affiliates with respect to obtain a waiver in respect any information to be provided to Buyer or any of information subject to clause (b). All information provided its Representatives pursuant to this Section 6.1 5.1(a). Buyer shall reimburse Seller, the Company or their respective Affiliates promptly (but in no event later than five Business Days from the date on which any request for reimbursement is made) for any reasonable and documented out-of-pocket expenses incurred by Seller, the Company and their respective Affiliates in complying with any request by or on behalf of Buyer in connection with this Section 5.1(a). In addition, Buyer agrees to be subject liable to and to indemnify, defend and hold harmless Seller, the Company and their respective Affiliates, directors, officers or employees, the Shareholders and former Shareholders whose warrant rights under the Organizational Documents of Seller remain outstanding as of the date hereof or will be outstanding following the Closing, from and against any and all Liabilities, Actions for personal injury, death or property damage occurring as a result of or in connection with such access to the terms Books and Records, offices and properties of Seller and the letter agreement between Gannett Company and any of their respective Subsidiaries, the Company Employees and the Business. Buyer further agrees to comply fully with all reasonable rules, regulations, guidelines and instructions issued or made available by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions upon entering or leaving any such property. Notwithstanding anything herein to the contrary, Seller shall not be required to disclose or otherwise make available any books and records or other information and documents of Seller or any of its Affiliates that do not relate to the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this AgreementCompany’s Subsidiaries, the Restructuring Agreements Business or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableTransactions.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from From the date hereof until the earlier to occur of the Closing Date and the termination of this Agreement in accordance with its terms terms, the Buyer and its Affiliates shall be entitled, including through its and their Representatives, to make such investigation of the Transferred Assets, Assumed Liabilities and services to be provided pursuant to the Transition Services Agreement and the Effective TimeMNSA and such examination of the Records to the extent related thereto, and to receive such information, including financial information (including the Company information set forth on Schedule VI), as it reasonably requests and to make extracts and copies of such Records, including reasonable access to customary supporting information, data and documentation necessary for the preparation of the Buyer’s 39 financial reports. Any such investigation and examination shall be conducted after reasonable advance notice under reasonable circumstances and shall be subject to any restrictions under applicable Law and this Agreement. The Sellers shall, and shall cause their controlled Affiliates and Representatives to, cooperate with the Company Subsidiaries Buyer and its Affiliates and their Representatives in connection with such investigation and examination, and the Buyer and its Affiliates and Representatives shall cooperate with the respective Representatives of the Company Sellers and shall use their reasonable best efforts to minimize any disruption to the Company Subsidiaries to, afford to Gannett and business. This Section 5.8 shall not entitle Buyer or its Representatives reasonable to contact any Third Party doing business with Sellers, access during normal business hours and without undue disruption the properties or Records of normal business activity, during any such Third Party or access the period prior to the earlier properties of the Effective Time and the termination of this Agreement to all of Seller or its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information thatcontrolled Affiliates, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access each case without Seller’s prior written consent. No investigation or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to notice under this Section 6.1 5.8 or otherwise shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with alter any Legal Proceeding in respect of this Agreementrepresentation or warranty given hereunder by Sellers, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions condition to the obligations of the respective parties Parties under this Agreement or Buyer’s right to consummate indemnification hereunder or (ii) modify any section of the Merger and Disclosure Schedules. Notwithstanding anything to the other transactions contemplated by contrary set forth in this Agreement. Gannett Section 5.8, in no event shall schedule and coordinate all inspections the Sellers be required to prepare any financial statements with regard to the Company and shall give Business, the Company at least three (3) Business Days Transferred Assets or the Assumed Liabilities, whether prior written notice thereof, setting forth to or following the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableClosing.

Access and Information. Upon (a) Seller shall permit Buyer and its representatives, after the date of this Agreement until the Closing, to have reasonable prior notice access, during regular business hours and upon reasonable advance notice, to (i) the Transferred Real Property (subject to Seller’s right to have its representatives accompany Buyer’s representatives and subject to applicable Lawother reasonable rules and regulations of Seller), from including the date hereof until right to perform reasonable “Phase I” environmental site assessments; provided, however, Buyer shall not be permitted to perform any “Phase II” environmental site assessments or other testing, sampling or investigations without Seller’s prior written consent, which consent shall be granted in Seller’s sole discretion, (ii) the earlier to occur of the termination of this Agreement in accordance with its terms offices, facilities, properties and the Effective Timefinancial, accounting and other books and records of Seller, the Company shallAcquired Companies and Selling Subsidiaries relating to the Business and (iii) the appropriate management personnel of Seller, the Acquired Companies and shall cause the Company Selling Subsidiaries and the Representatives accountants, auditors and agents thereof and (iv) key employees of the Company Business to discuss employment by Buyer of such employees after the Closing. Seller shall furnish, or cause to be furnished, to Buyer any financial and the Company Subsidiaries to, afford to Gannett operating data and its Representatives reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior other information that is available with respect to the earlier Business as Buyer shall from time to time reasonably request for the purpose of verifying the accuracy of the Effective Time representations and warranties of Seller hereunder. It is expressly understood by the termination parties hereto that, notwithstanding the provisions of this Agreement Section 5.1, Seller, in its reasonable discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any applicable attorney-client privileges (provided however that all environmental reports and reviews pertaining to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company Business or any of the Company Subsidiaries assets thereof shall be made available to Buyer as Gannett may reasonably requestthe potential successor to Seller’s interest therein notwithstanding otherwise applicable or potentially applicable claims of confidentiality agreements with third parties or possible waivers of any applicable attorney-client or other privileges), (ii) to any formulae, recipes, know-how, operating instructions or other proprietary knowledge of Seller or any of its Affiliates with respect to the products, materials and services used in or produced by the Business; or (iii) in the event Buyer is in material breach of this Agreement. Notwithstanding the foregoing, the Company and the Company Subsidiaries It is further understood that Seller shall not be obligated under no obligation to provide grant Buyer or its representatives access to any information thatthe extent that such access would, under the circumstances, interfere with Seller’s or its Affiliates’ operations, activities or employees, or if such access would, in the reasonable judgment of the Seller, violate applicable antitrust or similar laws. With respect to any parties with which Seller, any Selling Subsidiary or any Acquired Company has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates Seller, any Selling Subsidiary, any Acquired Company, (a) would result in the loss of attorney-client privilege Business, the Facilities or the Transferred Real Property, Buyer shall not make any independent inquiry with respect to such information (providedSeller, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege)any Selling Subsidiary, (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Acquired Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to Business, the terms of Facilities or the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”)Transferred Real Property without Seller’s prior written consent and, to the extent Seller consents thereto, all such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement inquiries shall amend the Nondisclosure Agreement to (i) permit use be conducted jointly by Buyer and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableSeller.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier Closing, subject to occur reasonable rules, regulations and policies of the termination of this Agreement in accordance with its terms Company and the Effective Timeany applicable Laws, the Company shall, and shall cause the Company Subsidiaries to, (i) afford Acquiror and its representatives (including representatives of entities providing or arranging financing for Acquiror) reasonable access, during regular business hours and upon reasonable advance notice, to the Representatives of persons listed in Schedule 5.1(a) (“Employee Contacts”) to the Business, (ii) furnish or cause to be furnished to Acquiror any financial and operating data and other information that is available with respect to the Company and the Company Subsidiaries toBusiness as Acquiror from time to time reasonably requests, afford to Gannett including internally-generated subscriber, accounts receivable and its Representatives reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior other operational reports with respect to the earlier of Business that are produced in the Effective Time and the termination of this Agreement Ordinary Course, (iii) furnish or cause to all of its books, records, properties, premises and personnel and all other financial, operating and other data and be furnished to Acquiror any information regarding relating to the Company or any the Subsidiaries and such other assistance as is reasonably necessary to satisfy the periodic reporting obligations of the Company Subsidiaries as Gannett may Acquiror and its Affiliates and (iv) instruct such Employee Contacts and its counsel and financial advisors to reasonably request. Notwithstanding cooperate with Acquiror in connection with the foregoing; provided, the Company and the Company Subsidiaries that in no event shall not be obligated to provide Acquiror have access to any information thatthat (x) based on advice of Company’s counsel, would violate applicable Laws, including U.S. Antitrust Laws, or would destroy any legal privilege, or (y) in the Company’s reasonable judgment judgment, would (A) result in the disclosure of any trade secrets or other proprietary or confidential information of third parties or (B) violate any obligation of the Company, (a) would result in the loss Subsidiaries or any Affiliate of attorney-client privilege any of the foregoing with respect to such information (provided, confidentiality; provided that in each case the Company or the Subsidiaries shall use its have used commercially reasonable efforts to allow for permit the disclosure of such access or disclosure in a manner information; it being understood that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which Acquiror shall reimburse the Company promptly for out-of-pocket reasonable expenses of the Company, the Subsidiaries or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply their Affiliates incurred in complying with its obligations hereunder), any such request by or (c) the disclosure on behalf of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b)Acquiror. All information provided received pursuant to this Section 6.1 5.1(a) shall be subject to governed by the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Confidentiality Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. Upon On and after the date hereof, upon reasonable prior notice, Seller shall give to Purchaser and its counsel, agents, representatives and designees full access to the Property and the right to enter upon the Property upon reasonable prior notice and subject to applicable Lawmake or conduct soil tests, from the date hereof until the earlier to occur engineering studies, inspections and examinations of the termination of this Agreement Property and all components thereof, including but not limited to, all utility and mechanical systems serving or in accordance with its terms and any way related to the Effective TimeProperty, the Company shallenvironmental, architectural, space planning, and shall cause the Company Subsidiaries landscaping studies, surveys, plans, drawings, or investigations and the Representatives of the Company such other inspections or surveys thereof as Purchaser may desire, and the Company Subsidiaries to, afford to Gannett and its Representatives reasonable full access during normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, propertiescontracts and commitments directly related to the Property, premises including but not limited to present and personnel past financial, income and expense data relating to the Property, and will furnish all such information and documents (certified, if requested) relating to the Property and the business related thereto as the Purchaser and its counsel, agents, other representatives and designees may reasonably request including, but not limited to the right to inspect invoices and other data necessary to verify matters contained in the Income Statement and all other financialfinancial statements of Seller relating to the Property, operating and other data will cause Seller's accountants, and information regarding the Company any management company that is acting or has acted at any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege time on Seller's behalf with respect to the Property to do the same. Seller's representatives for this purpose shall be (W. Xxxxxxx Xxxxxx,)* Xxxxx Xxxxxxxxx and Xxxxxxx Xxx. Seller shall, upon request of Purchaser, furnish Purchaser with copies of all such information (provideditems and material. In conducting the foregoing investigations, that the Company Seller and its agents and representatives shall use its commercially reasonable good faith efforts to allow for such access or disclosure in a manner that would not reasonably be expected unreasonably disrupt Seller's business operations at the Property. Purchaser will not disclose any confidential information obtained from Seller to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party others (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with Purchaser's counsel, would violate any applicable Law; providedagents and other representatives involved in this transaction, that the Company each of which shall provide access be bound by an agreement to keep such information strictly confidential and to return such information to the maximum extent that disclosure would not result Purchaser in the events described in clauses (a) through (cevent this Agreement is terminated). In the event this Agreement is terminated, and, upon Gannett’s written request, the Company shall Purchaser will use reasonable efforts in good faith to obtain a waiver in respect of keep confidential any information subject (unless readily ascertainable from public information or sources or otherwise required by law to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (idisclosed) permit use and disclosure of Company Evaluation Materials obtained from Seller in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule Agreement and coordinate will return to Seller all inspections with the Company documents, work papers and shall give the Company at least three (3) Business Days prior other written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicablematerial obtained by Purchaser from Seller which were marked confidential.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier Closing, subject to occur reasonable rules, regulations and policies of the termination of this Agreement in accordance with its terms Company and the Effective Timeany applicable Laws, the Company Seller shall, and shall cause BBHI Holdings, the Company Subsidiaries and the Subsidiaries to, (i) afford Acquiror and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the employees of the Company and the Company Subsidiaries toSubsidiaries, afford (ii) furnish or cause to Gannett be furnished to Acquiror any financial and its Representatives reasonable access during normal business hours operating data and without undue disruption of normal business activity, during the period prior other information that is available with respect to the earlier of the Effective Time Company and the termination of this Agreement Business as Acquiror from time to all of its bookstime reasonably requests, recordsincluding internally generated subscriber, properties, premises and personnel and all other financial, operating accounts receivable and other data and operational reports with respect to the Business that are produced in the Ordinary Course, (iii) furnish or cause to be furnished to Acquiror any information regarding relating to the Company or the Subsidiaries and such other assistance as is reasonably necessary to satisfy the periodic reporting obligations of Acquiror and its Affiliates and (iv) instruct the employees of the Company and the Subsidiaries, and its counsel and financial advisors, to reasonably cooperate with Acquiror in connection with the foregoing; provided that in no event shall Acquiror have access to any information that (x) based on advice of Seller's counsel, would violate applicable Laws, including U.S. Antitrust Laws, or would destroy any legal privilege, or (y) in Seller's reasonable judgment, would (A) result in the disclosure of any trade secrets or other proprietary or confidential information of third parties or (B) violate any obligation of BBHI Holdings, the Company, the Subsidiaries or any Affiliate of any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoingforegoing with respect to confidentiality; provided that in each case Seller, BBHI Holdings, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its have used commercially reasonable efforts to allow permit the disclosure of such information; it being understood that Acquiror shall reimburse Seller promptly for such access or disclosure in a manner that would not reasonably be expected to jeopardize out-of-pocket reasonable expenses of Seller, BBHI Holdings, the attorney-client privilege)Company, (b) would result in a breach of any Contract to which the Company Subsidiaries or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply their Affiliates incurred in complying with its obligations hereunder), any such request by or (c) the disclosure on behalf of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b)Acquiror. All information provided received pursuant to this Section 6.1 5.1(a) shall be subject to governed by the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Confidentiality Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. Upon Subject to the obligations of Buyer and its Representatives in Section 10(b) (i) of this Agreement, upon reasonable prior notice notice, Seller shall grant, or cause to be granted to, Buyer and subject to applicable Lawits counsel, from accountants, consultants, financing sources and other authorized representatives, during the period between the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett and its Representatives reasonable Closing Date access during normal business hours and without undue disruption of normal business activity, during the period prior to the earlier Purchased Assets and the books and records and other information relating to the operations of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably requestSenior Living Assets. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, Seller acknowledges that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company it shall provide access to such information Buyer and its Representatives to enable Buyer to carry out the Due Diligence Investigation pursuant to the maximum extent terms of that disclosure would not result in certain Letter Agreement, dated as of August 9, 2002, by and between Buyer and Seller, as supplemented by that certain Letter Agreement, dated as of August 14, 2002, by and between Buyer and Seller (collectively, the events described in clauses (a) through (c"Access Letter"), andthe terms of which are incorporated herein by reference. For purposes hereof, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided any request for access pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement Access Letter shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate be deemed given by Seller as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights end of the respective parties hereunder third business day following Seller's receipt of such request, unless Seller has objected prior to such time. From the date of this Agreement through the Closing Date, Seller shall use commercially reasonable efforts to furnish, or cause to be furnished to, Buyer and its Representatives all data and information concerning the conditions Purchased Assets and the operation of the Senior Living Assets which may reasonably be requested by Buyer and shall use all commercially reasonable efforts to make available, or cause to be made available, such personnel of Seller as may reasonably be requested for the furnishing of such data. From the date of this Agreement through the Closing Date, except as otherwise specified or permitted in the Access Letter or except as otherwise approved in advance by Seller, Buyer shall not contact or communicate with any employees, customers of or suppliers to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days Senior Living Assets without Seller's prior written notice thereofconsent, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicablewhich consent shall not be unreasonably withheld.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the Closing Date (or earlier to occur of the termination of this Agreement in accordance with its the terms and the Effective Timehereof), the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett and its Representatives reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access subject to any information that, in the reasonable judgment of the Company, applicable Law and subject to any applicable privileges (a) would result in the loss of including attorney-client privilege with respect to such information (providedprivilege), that the Company trade secrets and contractual confidentiality obligations, upon reasonable prior notice, Vendor shall use its commercially reasonable efforts to: (i) afford Buyer and its Representatives reasonable access, during normal business hours, to allow for the books, data, files, information and records, offices and properties of the Conveyed Entities, Vendor (to the extent relating to the ENSTAR Assets) and APC (to the extent relating to the APC Assets) (or, upon completion of the Pre-Closing Reorganization, NewCo, New APC, New ENSTAR or any Conveyed Subsidiary Entity); (ii) furnish to Buyer such access or disclosure in a manner that would not additional financial and operational data and other information regarding the Conveyed Entities and the Conveyed Entity Assets as Buyer may from time to time reasonably be expected request; and (iii) make available to jeopardize Buyer and its Affiliates the attorney-client privilege), employees of Vendor and its Affiliates (bto the extent related to the Business) would result in a breach as are reasonably requested by Buyer. In no event shall the auditors and independent accountants of any Contract to which the Company Vendor or any of its Affiliates (including the Company Subsidiaries is Conveyed Subsidiary Entities and, once formed, NewCo, New APC and New ENSTAR) be obligated to make any work papers available to any Person unless and until such Person has signed a party (except for Contracts that must be disclosed for the Company customary confidentiality and hold harmless agreement relating to comply with its obligations hereundersuch access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. Notwithstanding any other provision of this Section 8.1(a), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, Vendor may require that the Company shall provide access competitively sensitive information otherwise required to such information be provided to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided Buyer pursuant to this Section 6.1 8.1(a) shall be subject provided only to the terms external legal counsel and external experts of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective TimeBuyer. No investigation Nothing discovered pursuant to this Section 6.1 8.1 shall affect limit any representations claims by Buyer for Fraud of Vendor or warranties made herein, rights of the respective parties hereunder or the any claims that any conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting set forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicablein Section 9.1 have not been satisfied.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) Between the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective TimeClosing Date, the Company shall, and Sellers shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett permit Buyer and its Representatives representatives, at their sole risk cost and expense, to have reasonable access during normal business hours and without undue disruption of normal business activityhours, during the period prior upon reasonable advance notice, to the earlier books and records of the Effective Time related to the Assets and shall provide Buyer with reasonable access to the termination Real Property and Assets, provided that such access shall be conducted by Buyer and its representatives in such a manner as not to interfere unreasonably, and provided further, that Buyer shall indemnify, defend and hold harmless Sellers from any Liabilities or damages suffered by Buyer or its representatives on account of such access to the Assets, except in such cases where damages have been incurred as a result of the gross negligence or willful misconduct of Sellers. Additionally, Sellers shall provide to Buyer in a timely manner all information as is reasonably requested by Buyer in order for Buyer to provide documentation and information to Buyer’s investors or potential investors in the Assets. Buyer shall notify Sellers in writing promptly upon its discovery of any information which, in its good faith discretion, constitutes or would indicate a breach by Sellers of any representation, warranty, covenant or agreement of Sellers hereunder. Should any information require any change in any Schedule attached hereto if the Schedule were dated the date of the occurrence or discovery of any such fact or condition, Sellers shall promptly deliver to Buyer a supplement to such Schedule incorporating such change, which will be deemed to have amended such Schedule for all purposes. Unless Buyer timely exercises a right to terminate this Agreement pursuant to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilegeSection 10.3(c), (b) would result in a Sellers’ supplement pursuant to this Section 5.1 shall be deemed to amend this Agreement and any related Schedules and to have cured any misrepresentations or breach of any Contract to which the Company representation or any warranty that otherwise might have existed by reason of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), such fact or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b)condition. All Any information provided pursuant to this Section 6.1 5.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Confidentiality Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. (c) Upon reasonable prior notice and subject to applicable Applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett Parent and its Representatives financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of the normal business activityactivities of the Company and the Company Subsidiaries, during the period prior to the earlier of the Effective Time and 46 the termination of this Agreement Agreement, to all of its or their respective books, records, properties, premises and personnel and all of its or their other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett Parent may reasonably request. Notwithstanding the foregoing, ; provided that (a) the Company and the Company Subsidiaries shall not be obligated to provide access to (i) any information that, in the reasonable judgment of the Company, (a) that would result in the loss of attorney-client privilege with respect to such information (provided, provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would does not reasonably be expected to jeopardize the attorney-client result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent), (bii) any information that would result in a breach of any Contract an agreement to which the Company or any of the Company Subsidiaries is a party (except for Contracts provided that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a any required consent or waiver in respect of information subject such counterparty to clause (b). All information provided pursuant allow such access or disclose such information, and failing the receipt of such consent or waiver, shall use commercially reasonable efforts to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”make appropriate substitute disclosure and/or access arrangements), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses any information that would violate any Applicable Law, (ib) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No no investigation pursuant to this Section 6.1 8.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule Agreement and coordinate all inspections with (c) the Company and Company Subsidiaries shall give the Company at least three (3) Business Days prior written notice thereofnot be required to conduct, setting forth the inspection or materials that Gannett permit Parent or any of its Representatives intend to conduct conduct, any environmental investigation or reviewsampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Each party shall continue to abide by the terms of the confidentiality agreement between CVS Health Corporation and the Company, dated April 21, 2015 (the “Confidentiality Agreement”). (d) The Company hereby agrees that the Confidentiality Agreement is hereby amended as applicable.of the date of this Agreement to delete Section 6 therefrom. Section 8.2

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier hereof, Parent and Merger Sub shall be entitled to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall, and shall make or cause the Company Subsidiaries and the Representatives to be made such reasonable investigation of the Company and its Subsidiaries, and the Company Subsidiaries tofinancial and legal condition thereof, afford to Gannett as Parent and its Representatives reasonable access Merger Sub deem reasonably necessary or advisable during normal business hours and without undue disruption of normal business activityupon advance notice, during and the period prior Company shall cooperate with any such investigation (including by granting Parent and its officers, directors, employees, financial sources, advisors, bankers and other representatives reasonable access to the earlier employees, facilities, books and records of the Effective Time Company and the termination of this Agreement to all of its books, records, properties, premises Subsidiaries and personnel and all other financial, operating providing such financial and other data as Parent may reasonably request). Parent and information regarding Merger Sub agree to conduct any such inquiries with reasonable discretion and sensitivity to the Company’s relationships with its employees, customers and suppliers. This Section 6.1(a) shall not require the Company or its Subsidiaries to permit any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to or to disclose (i) any information that, in the reasonable judgment of the CompanyCompany or any of its Subsidiaries, (a) would result in the loss of attorney-client privilege with respect is reasonably likely to such information (providedviolate any applicable Law, that the Company shall use its commercially reasonable efforts to allow for such access fiduciary duty or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company or any of the Company its Subsidiaries is a party as of the date hereof or cause any privilege (except for Contracts including attorney-client privilege) that must be disclosed for the Company or its Subsidiaries would be entitled to comply assert to be undermined with respect to such information, (ii) if the Company or any of its obligations hereunder)Affiliates, on the one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto, (iii) any information that, in the reasonable judgment of the Company or any of its Subsidiaries, would result in the disclosure of any trade secrets of the Company or any of its Subsidiaries or third parties, or (civ) any information that, in the disclosure reasonable judgment of whichthe Company or any of its Subsidiaries, after the Company’s consultation with counsel, would is reasonably likely to violate any applicable Lawof its obligations with respect to confidentiality if the Company or such of its Subsidiaries shall have used commercially reasonable efforts to obtain the consent of such third party to such disclosure; provided, that in the Company case of clause (i) above, the Parties shall provide access use commercially reasonable efforts to find a way to allow disclosure of such information to the maximum extent that disclosure doing so (A) would not (in the reasonable belief of the Company or such of its Subsidiaries (after consultation with counsel)) be reasonably likely to result in the events described violation of any such applicable Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably be managed (in clauses the reasonable belief of the Company or such of its Subsidiaries (aafter consultation with counsel)) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided customary “clean-room” arrangements pursuant to this Section 6.1 shall which non-employee representatives of Parent and Merger Sub could be subject provided access to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableinformation.

Access and Information. (c) Upon reasonable prior notice and subject to applicable Applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett Parent and its Representatives financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of the normal business activityactivities of the Company and the Company Subsidiaries, during the period prior to the earlier of the Effective Time and the termination of this Agreement Agreement, to all of its or their respective books, records, properties, premises and personnel and all of its or their other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett Parent may reasonably request. Notwithstanding the foregoing, ; provided that (a) the Company and the Company Subsidiaries shall not be obligated to provide access to (i) any information that, in the reasonable judgment of the Company, (a) that would result in the loss of attorney-client privilege with respect to such information (provided, provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would does not reasonably be expected to jeopardize the attorney-client result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent), (bii) any information that would result in a breach of any Contract an agreement to which the Company or any of the Company Subsidiaries is a party (except for Contracts provided that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a any required consent or waiver in respect of information subject such counterparty to clause (b). All information provided pursuant allow such access or disclose such information, and failing the receipt of such consent or waiver, shall use commercially reasonable efforts to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”make appropriate substitute disclosure and/or access arrangements), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses any information that would violate any Applicable Law, (ib) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No no investigation pursuant to this Section 6.1 8.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule Agreement and coordinate all inspections with (c) the Company and Company Subsidiaries shall give the Company at least three (3) Business Days prior written notice thereofnot be required to conduct, setting forth the inspection or materials that Gannett permit Parent or any of its Representatives intend to conduct conduct, any environmental investigation or reviewsampling of soil, as applicableair, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Each party shall continue to abide by the terms of the confidentiality agreement between CVS Health Corporation and the Company, dated April 21, 2015 (the “Confidentiality Agreement”).

Access and Information. Upon reasonable prior notice and subject to applicable Applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries and the Representatives officers, directors, employees and agents of the Company and the Company Subsidiaries to, afford to Gannett Parent and its Representatives financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of normal business activity, activity during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett Parent may reasonably request. Notwithstanding the foregoing; provided, that (i) the Company and the Company Subsidiaries shall not be obligated to provide access to (A) any information that, in the reasonable judgment of the Companythat is competitively sensitive, (aB) any information that would reasonably be expected to result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (bC) any information that would result in a breach of any Contract an agreement to which the Company or any of the Company Subsidiaries is a party party, (except for Contracts that must be disclosed for D) any information that, in the reasonable judgment of the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, Applicable Law or (E) any information that is reasonably pertinent to any litigation in which the Company shall provide access to such information to or any Company Subsidiary, on the maximum extent that disclosure would not result in one hand, and Parent or any of its Affiliates, on the events described in clauses (a) through (c)other hand, and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the are adverse parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No no investigation pursuant to this Section 6.1 8.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this AgreementAgreement and (iii) the Company and Company Subsidiaries shall not be required to conduct, or permit Parent or any of its Representatives to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Gannett Without limiting the generality of the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett Parent or its Representatives intend to conduct or review, as applicable. Each party shall continue to abide by the terms of the confidentiality agreement between Xxxxxxxx Broadcast Group Inc. and the Company, dated January 30, 2013 (the “Confidentiality Agreement”). Prior to any entry upon or physical inspection of any Company Real Property pursuant to this Section 8.1, Parent shall execute and deliver to the Company an access and indemnity agreement in a commercially reasonable form to be provided by the Company and shall provide evidence of liability insurance coverage reasonably acceptable to the Company.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof Execution Date until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms Article X, but subject to the other provisions of this Section 6.2 and the Effective Timeobtaining any required Consents of Third Parties (with respect to which consents Sellers shall use commercially reasonable efforts to obtain), the Company shall, and Sellers shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett Buyer and its Representatives reasonable access access, during normal business hours hours, and without undue disruption of normal business activitypermit same to conduct a reasonable inspection of, during the period prior to the earlier all of the Effective Time offices, facilities, properties, assets, inventories, and the termination of this Agreement to all of its non-privileged books, records, propertiesand documents of Sellers, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide access to any information that, in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall will use its their commercially reasonable efforts to allow for furnish Buyer with such additional financial and operating data and other information relating to the Business, the Assumed Liabilities and the Assets as Buyer may from time to time reasonably request, including providing access to any physical or virtual data room and any other access or disclosure information provided to any other potential bidder. Sellers shall also make available to Buyer and its Representatives, upon reasonable notice during normal business hours, Sellers’ personnel knowledgeable with respect to the Assets in a manner order that would not Buyer may make such diligence investigation as Buyer considers reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company necessary or appropriate. All investigations and due diligence conducted by Buyer or any of its Representatives 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. Buyer shall coordinate Buyer’s and its Representatives’ access rights (including with respect to Sellers’ personnel) and physical inspections of the Company Subsidiaries is a party (except for Contracts that must Assets with Sellers and their Representatives to minimize any inconvenience to or interruption of the conduct of business by Sellers, and Sellers shall have the right to accompany Buyer and any Representative of Buyer in connection with any such access rights. Buyer shall not be disclosed for authorized to perform sampling of any environmental media or perform testing or operation of any equipment without obtaining the Company to comply with applicable Seller’s prior written consent. Buyer shall, and Buyer shall cause all of its obligations hereunder)Representatives to, abide by all Governmental Authorities’ and Sellers’ safety rules, regulations and operating policies while conducting Buyer’s due diligence evaluation of the Assets, including any environmental or (c) other inspection or assessment of the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b)Assets. All No information provided to or obtained by Buyer pursuant to this Section 6.1 6.2(a) or otherwise shall be subject limit or otherwise affect the remedies available hereunder to the terms of the letter agreement between Gannett and the CompanyBuyer, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made hereinof, rights of the respective parties hereunder or the conditions to the obligations of, the Parties. Buyer hereby indemnifies Sellers and their respective Affiliates and Representatives from and against any and all Damages (including any injury, loss or damage arising out of such entry that may occur to Buyer or any Representative of Buyer) caused by Buyer or any Representative of Buyer during any office visit, field visit, environmental property assessment or other due diligence activity conducted by Buyer or any Representative of Buyer with respect to the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereofAssets, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or reviewREGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER OR ANY REPRESENTATIVE OF ANY SELLER AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, as applicableSTRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier Closing, subject to occur of the termination of this Agreement in accordance with its terms and the Effective Timeany applicable Laws, the Company Seller shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries its Affiliates to, : (i) afford to Gannett Buyer and its Representatives representatives (including representatives of entities providing or arranging financing for Buyer) reasonable access access, during normal regular business hours and without undue disruption of normal business activityupon reasonable advance notice, during the period prior to the earlier Employees, the Business, Business Books and Records and Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the Business as Buyer from time to time reasonably requests, (iii) instruct the Employees, its counsel and financial advisors to cooperate with Buyer in its investigation of the Effective Time Business, and (iv) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the Business and the termination of this Agreement to all of its booksTransferred Assets; provided, recordshowever, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries that in no event shall not be obligated to provide Buyer have access to any data, information thator documentation that (w) based on reasonable advice of Seller’s counsel, would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, Non-U.S. Competition Law or other similar Law, or would destroy any legal privilege, (x) in the reasonable judgment of the CompanySeller, would (aA) would result in the loss disclosure of attorney-client privilege any trade secrets of third parties or (B) violate any obligation of Seller or any Affiliate with respect to such confidentiality or data protection Laws, or (y) is data, information or documentation that (providedI) is excluded from the definition of “Business Books and Records” set forth in Section 1.1 or (II) relate solely to any Excluded Assets, that the Company shall use its commercially reasonable efforts to allow for such access Excluded Liabilities or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach any business of any Contract to which the Company Seller or any of its Affiliates other than the Company Subsidiaries is a party (except Business; it being understood that Buyer shall reimburse Seller promptly for Contracts reasonable and documented out-of-pocket expenses it incurs in complying with any such request by or on behalf of Buyer; and it being further understood that must any access shall be disclosed for at the Company risk of Buyer and its representatives and agents, and in connection therewith, Buyer hereby agrees to comply indemnify and hold harmless the Seller Indemnified Parties with its obligations hereunder), respect to any Losses resulting from or (c) the disclosure arising out of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b)access. All information provided requests made pursuant to this Section 6.1 5.1(a) shall be subject directed to an officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 5.1(a) shall be governed by the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Confidentiality Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until through the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective TimeClosing, the Company Seller shall, and Gasco shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries Seller to, afford to Gannett Buyer and its authorized Representatives reasonable access access, during normal business hours and without undue disruption in such manner as not to unreasonably interfere with normal operation of normal business activitythe business, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its properties, books, recordscontracts, propertiesrecords and appropriate management and employees of Seller related to the Assets, premises and personnel shall furnish such authorized Representatives with all financial and all other financial, operating data and other data information concerning the Assets as Buyer and information regarding the Company or any of the Company Subsidiaries as Gannett such Representatives may reasonably request, provided that Buyer and its authorized Representatives will not request information, or otherwise contact, any officer director or employee of Seller without arranging such contact with Xxxx Xxxxx, Xxxxx’x Executive Vice President and Chief Financial Officer, or Xxxxx Xxxxx, Gasco’s Manager of Land and Regulatory Affairs. Seller shall have the right to have a Representative present at all times during any such inspections, interviews and examinations. Additionally, to the extent required by Section 5.4, Buyer shall hold in confidence all such information obtained from the Seller Parties. Notwithstanding the foregoing, the Company Buyer shall have no right of access to, and the Company Subsidiaries Seller shall not be obligated have no obligation to provide access to any Buyer, information that, in the reasonable judgment of the Company, relating to (a) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (b) any information (other than information relating to the EPA Enforcement Action) the disclosure of which would result in the loss of attorney-client jeopardize any privilege with respect available to Seller relating to such information or that would cause Seller to breach a confidentiality obligation; or (provided, c) any information that the Company shall use its commercially reasonable efforts to allow for such access Seller Parties are legally prohibited from supplying or the disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) of which would result in a breach violation of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier Closing, subject to occur of any Applicable Law, Seller, in its reasonable discretion and to the termination of this Agreement in accordance with its terms extent not unreasonably disruptive to the Business Employees and the Effective TimeBusiness, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries its Affiliates to, afford to Gannett Purchaser and its Representatives Affiliates, subject to any contractual restrictions, reasonable access during normal business hours and without undue disruption of normal business activity, during the period prior upon reasonable advance notice to the earlier books and records of the Effective Time Business and senior management of the termination Target Company, its Subsidiaries and their respective agents and auditors to the extent reasonably required by Purchaser to ensure an orderly and efficient transition of the Business to Purchaser, to prepare for the Closing and to facilitate the satisfaction of the conditions to the Closing under Article VI or as otherwise required in connection with any Transaction Document or in furtherance of the transactions contemplated thereby; provided, however, that in no event shall Purchaser have access to any information (i) that relates to any portion of the business of Seller or its Affiliates that is not being transferred pursuant to this Agreement to all of its books(including any consolidated, recordscombined, properties, premises and personnel and all other financial, operating and other data and information regarding the Company affiliated or unitary Tax Return which includes Seller or any of its Affiliates or any Tax-related work papers) or (ii) that in Seller’s reasonable determination, the Company Subsidiaries as Gannett may disclosure of which could be reasonably requestexpected to affect any legal privilege or result in (A) the disclosure of any trade secrets, (B) the violation of any obligations of Seller or Seller’s Affiliates with respect to confidentiality if Seller or Seller’s Affiliates shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (C) the violation of Applicable Law. In the event that disclosing information would violate any obligation of Seller or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so, and Seller shall use its reasonable best efforts to enable such information to be made available in a way that would not violate such confidentiality obligations, Applicable Law, including, but not limited to, providing such information in a redacted format, or, if such redaction would result in pertinent information being omitted, Seller shall make such information available if Purchaser delivers confidentiality undertakings reasonably satisfactory to Seller. Notwithstanding anything to the foregoingcontrary herein, the Company auditors and the Company Subsidiaries independent accountants of Seller or any of its Affiliates shall not be obligated to provide access make any work papers available to any information that, Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect form and substance acceptable to such information (providedauditors or accountants. Notwithstanding anything to the contrary herein, that the Company neither Seller nor any of its Affiliates shall use its commercially reasonable efforts be required to allow for such access disclose to Purchaser or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege)any Representative of Purchaser any consolidated, (b) would result in a breach of any Contract to combined, affiliated or unitary Tax Return which the Company includes Seller or any of the Company Subsidiaries is a party (except its Affiliates or any Tax-related work papers, except, in each case, for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such pro forma information related solely to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Target Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or and/or its Representatives intend to conduct or review, as applicableSubsidiary.

Access and Information. Upon reasonable prior notice (a) From and subject to applicable Law, from after the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and until the Effective TimeClosing Date, the Company shalleach of Seller Parent and Seller shall give, and shall cause the Company Subsidiaries Transferor Entities to give, to Buyer and the Representatives of the Company Buyer Parent, and the Company Subsidiaries totheir respective officers, afford to Gannett employees, accountants, counsel and its Representatives other representatives (collectively, “Representatives”), reasonable access upon reasonable advance written notice during the Transferor Entities’ normal business hours and without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its the Transferor Entities’ properties, books, recordscontracts, propertiescommitments, premises reports of examination and personnel records relating to the Business, the Employees, the Transferred Assets and all other financialthe Assumed Liabilities as Buyer may from time to time reasonably request as is necessary to consummate the transactions contemplated by this Agreement and the Related Agreements. Each of Seller Parent and Seller shall, operating or cause the Transferor Entities to, take commercially reasonable efforts to assist Buyer and other data Buyer Parent, and information regarding the Company or their respective Representatives to be reasonably available to any of them for such purposes upon reasonable advance notice and as reasonably requested by Buyer from time to time. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 5.3(a) shall affect or be Table of Contents deemed to modify any representation or warranty of Seller Parent or Seller set forth in this Agreement or otherwise impair the Company Subsidiaries as Gannett may reasonably requestrights and remedies available to Buyer hereunder. Notwithstanding the foregoing, nothing herein will require the Company and the Company Subsidiaries shall not be obligated Seller, Seller Parent or any Transferor Entity to provide access to disclose any information thatto Buyer, Buyer Parent, or any of their respective Representatives if such disclosure would, in the reasonable judgment of the Company, Seller or Seller Parent: (a) would result in cause significant competitive harm to the loss of attorney-client privilege with respect to such information (provided, that Business if the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would transactions herein are not reasonably be expected to jeopardize the attorney-client privilege), consummated; (b) would result in a breach unreasonably interfere with the Business and operations of the Transferor Entities; (c) violate applicable law, rules or regulations or the provisions of any Contract to which the Company Seller, Seller Parent or any of the Company Subsidiaries Transferor Entity is a party (except for Contracts that must be disclosed for the Company to comply with or by which its obligations hereunder), assets are bound; or (cd) the disclosure of whichjeopardize any attorney-client or other legal privilege. Buyer and Buyer Parent agree that they will not, after the Company’s consultation with counseland will cause their respective Representatives not to, would violate use any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided obtained pursuant to this Section 6.1 5.3(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement and the Related Agreements. Without limiting the foregoing, Buyer, Buyer Parent and their respective Representatives shall be subject maintain all information received pursuant to this Section 5.3(a) in accordance with the terms of the letter agreement between Gannett Confidentiality Agreements, and the CompanyBuyer, dated November 28, 2012 (the “Nondisclosure Agreement”), Buyer Parent and their respective Representatives shall not be permitted to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection unreasonably interfere with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements Transferor Entities or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) conduct of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableBusiness.

Access and Information. Upon reasonable prior notice and subject (a) Subject to applicable LawLaw or any applicable Governmental Authorizations, from the date hereof Execution Date until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company Closing Date Seller shall, during reasonable business hours and shall cause in compliance with such reasonable procedures as Seller may request, provide Purchaser and its representatives (including the Company Subsidiaries Replacement Financing Sources and the Representatives of their representatives) with access to such information, documents and properties as are in its possession or under its control relating to the Company and the Company Subsidiaries toSubsidiaries, afford to Gannett as Purchaser may reasonably request in connection with the transactions contemplated by this Agreement; provided that such access shall be supervised by such Persons as may be designated by Seller and its Representatives reasonable such access during normal business hours and without undue disruption shall not (i) unreasonably disrupt the operations of normal business activitySeller, during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or the Company Subsidiaries, (ii) require that any of Seller, the Company or the Company Subsidiaries as Gannett may reasonably request. Notwithstanding disclose any information that in Seller’s reasonable judgment would result in the foregoingdisclosure of any trade secrets or violate any of Seller’s, the Company’s or the Company Subsidiaries’ obligations with respect to confidentiality, (iii) require that any of Seller, the Company or the Company Subsidiaries disclose any legally privileged information of any of Seller, the Company or the Company Subsidiaries, (iv) require Seller or its Affiliates (including the Company and the Company Subsidiaries shall not be obligated Subsidiaries) to provide access to disclose any financial or proprietary information that, in the reasonable judgment of the Company, or regarding Seller or its Affiliates (a) would result in the loss of attorney-client privilege with respect to such information (provided, that excluding the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which and the Company Subsidiaries) or any of otherwise disclose information regarding Seller or its Affiliates (excluding the Company Subsidiaries is a party (except for Contracts that must be disclosed for and the Company to comply with its obligations hereunder)Subsidiaries) which Seller deems commercially sensitive, or (cv) the disclosure of whichinclude any boring, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b)drilling or other invasive or destructive testing or sampling. All information provided pursuant to this Section 6.1 information, data and copies of documents obtained by Purchaser shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” Confidentiality Agreement as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableif Purchaser were a party thereto.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and until the Effective TimeClosing, the Company shallsubject to any applicable Laws, and Sellers shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett Buyer and its Representatives reasonable access access, during normal regular business hours and without undue disruption of normal business activityupon reasonable advance written notice, during the period prior to the earlier of Transferred Business, including the Effective Time Transferred Books and the termination of this Agreement Records, as Buyer shall from time to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett may time reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries request in writing; it being understood that (i) in no event shall not be obligated to provide Buyer have access to any information thatthat (u) is competitively sensitive, (v) based on advice of Sellers’ counsel, would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (w) in the reasonable judgment of the Company, (a) Sellers would result in the loss violate any obligation of attorney-client privilege Sellers or any of their respective Affiliates with respect to such disclosure of information or confidentiality or destroy any legal privilege of Sellers or any of their respective Affiliates, (x) constitutes customers’ proprietary network information (provided, that other than as permitted by the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilegeCommunications Act), (by) would result in a breach the privacy policy of any Contract to which the Company Sellers or any of Sellers’ Affiliates prohibits disclosing or (z) constitutes a Prohibited Communication and (ii) Sellers shall not object to any request by Buyer for accountants’ work papers of the auditors relating to the Audited Financial Statements; and it being further understood that Buyer shall reimburse Sellers promptly for reasonable out-of-pocket costs and expenses incurred by any Seller or any of its Affiliates in complying with any such request by or on behalf of Buyer. Without limiting the generality of the foregoing but subject to the limitations set forth above, from the date of this Agreement until the Closing, subject to any applicable Laws, Sellers and their Representatives shall provide Buyer or any Affiliate thereof (each such entity, an “Applicable Reporting Company”), at the sole expense of Buyer and to the extent reasonably obtainable by Sellers, with reasonable access to the financial information of the Transferred Business, as such Applicable Reporting Company Subsidiaries is a party (except for Contracts that must be disclosed for the may require in order to obtain or develop historical and/or pro forma financial information and other disclosures required by such Applicable Reporting Company to comply with its public reporting obligations hereunder)under the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information including but not limited to the maximum extent that disclosure would not result requirements of Form 8-K, Form S-3, Rule 3-05 of Regulation S-X, Article 11 of Regulation S-X and any related interpretive guidance promulgated by the SEC, provided that, in each case, Buyer has provided prior written notice to Sellers of such reporting obligation: (A) sufficiently in advance of the events described in clauses due date for any report required to be filed under the Exchange Act (aeach, an “Exchange Act Report”) through or the desired filing date of any registration statement (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver including any pre- or post-effective amendment thereto or any prospectus or prospectus supplement in respect thereof; each, a “Registration Statement & Prospectus”); and (B) with sufficient detail of the information subject requirements from Sellers to clause (b)be included in such Exchange Act Report or Registration Statement & Prospectus, in each case, to provide Sellers with a reasonable opportunity to assist with such request under the circumstances. All information provided received by Buyer or its Representatives pursuant to this Section 6.1 shall be subject to governed by the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Confidentiality Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. Upon reasonable prior notice 4.1.1 During the period commencing on the Execution Date and subject to applicable Law, from the date hereof until ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with its terms and Article 8 (the Effective Time“Pre-Closing Period”), the Company Seller shall, and shall cause the Company Subsidiaries its Affiliates and the Representatives of the Company and the Company Subsidiaries to, afford to Gannett Buyer and its Representatives Representatives, continued reasonable access during normal business hours to Seller employees to discuss the Product Business and without undue disruption continued access through an electronic data room to the books, records and Contracts of normal business activitySeller, during to the period extent related to the Product Business or the AG Agreement (other than the Excluded Assets), and Seller shall use commercially reasonable efforts to provide such Representatives of Buyer reasonable access, at reasonable times, or [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. reasonably prior notice and subject to such confidentiality and access policies and procedures as required by Seller or its Affiliates to the Manufacturing facility used in connection with the Manufacture of the Product; provided, however, that such access shall not unreasonably disrupt Seller’s ordinary course operations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to disclose any information or provide any such access if such disclosure or access could, in Seller’s reasonable judgment, (i) violate applicable Law, or any binding agreement entered into prior to the earlier Closing Date (including any confidentiality agreement with a Third Party to which Seller is a party), (ii) jeopardize any attorney/client privilege or other established legal privilege or (iii) disclose any trade secrets; provided that in each case, Seller shall: (A) give reasonable notice to Buyer of the Effective Time and the termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Company fact that it is restricting or any of the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to provide otherwise prohibiting access to any documents or information thatpursuant to this Section 4.1.1, in the reasonable judgment (B) inform Buyer with sufficient detail of the Companyreason for such restriction or prohibition, and (aC) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable efforts to allow for cause the documents or information that are subject to such access restriction or disclosure prohibition to be provided in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company violate such restriction or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b)prohibition. All requests for information provided made pursuant to this Section 6.1 4.1.1 shall be subject directed to such person or persons as is designated by Seller, and Buyer shall not directly or indirectly contact any officer, director, employee, agent or Representative of Seller or any of its Affiliates without the terms prior approval of such designated person(s). As soon as reasonably practicable following the Execution Date, Seller agrees to deliver to Buyer a CD-ROM, flash drive or similar device containing the contents of the letter agreement between Gannett and the Company, dated November 28, 2012 (the Intralinks Project Tallahassee “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materialsvirtual dataroom” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions date immediately prior to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicableExecution Date.

Access and Information. Upon reasonable prior notice and subject to applicable Law, from (a) From the date hereof until the earlier Closing, subject to occur of any Applicable Law, Seller, to the termination of this Agreement in accordance with its terms extent not unreasonably disruptive to the Business Employees and the Effective TimeBusiness, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company its Affiliates and the Company Subsidiaries to, afford to Gannett Purchaser, its Affiliates, and its their Representatives reasonable access during normal business hours upon reasonable advance notice to the Books and without undue disruption Records, properties, work papers prepared by Seller, its Affiliates or its Representatives, other relevant information of normal business activitythe Company or the Business and senior management and employees of the Company and its agents and auditors, during counsel and other Representatives and to the period extent in the possession of the Company or the Seller Group and to the extent reasonably required by Purchaser relating to ensuring an orderly and efficient transition of the Business to Purchaser, to prepare for the Closing, to discuss retention of senior management after the Closing and to facilitate the satisfaction of the conditions to the Closing under Article VII; in each case, to the extent such document or report is customarily prepared by or on behalf of the Company or the Seller Group prior to the earlier date hereof provided, however, that in no event shall Purchaser have access to any information (i) that relates to any portion of the Effective Time and the termination business of Seller or its Affiliates that is not being transferred pursuant to this Agreement to all of its books(including any consolidated, recordscombined, properties, premises and personnel and all other financial, operating and other data and information regarding the Company affiliated or unitary Tax Return which includes Seller or any of its Affiliates or any Tax-related work papers) or (ii) the Company Subsidiaries as Gannett disclosure of which would or result in (A) the waiver of any legal privilege which Seller or any of its Affiliates may possess in discharging their obligations pursuant to this Section 6.4, (B) the disclosure of any trade secrets, (C) the violation of any obligations of Seller or Seller’s Affiliates with respect to confidentiality if Seller or Seller’s Affiliates shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure (provided that Seller and its Affiliates shall not be required to take any Non-Required Action to obtain such consent) or (D) the violation of Applicable Law to which Seller or any of its Affiliates is subject. In the event that disclosing information would violate any obligation of Seller or any of its Affiliates with respect to confidentiality, the Parties shall reasonably requestcooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Seller shall make such information available if Purchaser delivers confidentiality undertakings reasonably satisfactory to Seller and Purchaser. Notwithstanding anything to the foregoingcontrary herein, the Company auditors and the Company Subsidiaries independent accountants of Seller or any of its Affiliates shall not be obligated to provide access make any work papers available to any information that, Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect form and substance acceptable to such information (providedauditors or accountants. Notwithstanding anything to the contrary herein, that the Company neither Seller nor any of its Affiliates shall use its commercially reasonable efforts be required to allow for such access disclose to Purchaser or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege)any Representative of Purchaser any consolidated, (b) would result in a breach of any Contract to combined, affiliated or unitary Tax Return which the Company includes Seller or any of the Company Subsidiaries is a party (except for Contracts its Affiliates or any Tax-related work papers. Purchaser agrees and acknowledges that must all information made available to Purchaser and its Affiliates and their respective Representatives hereunder shall be disclosed for the Company to comply with its obligations hereunder)Confidential Information, or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. Upon reasonable prior notice and subject to applicable Applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, and shall use reasonable best efforts to cause any JV Entities to (x) afford to Gannett Parent and its Representatives Affiliates and its and their respective directors, officers, employees, financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of the normal business activityactivities of the Company, the Company Subsidiaries and the JV Entities, during the period prior to the earlier of the Effective Time and the termination of this Agreement Agreement, to all of its or their respective books, records, properties, premises and personnel and all of its or their other financial, operating and other data and information regarding the Company or any of the Company Subsidiaries as Gannett Parent may reasonably request. Notwithstanding request and (y) furnish as promptly as reasonably practicable such information concerning the foregoingbusiness, properties, Contracts, Taxes, assets and liabilities of the Company and the Company Subsidiaries as Parent may reasonably request; provided, that (a) the Company, the Company Subsidiaries and the JV Entities shall not be obligated to provide access to (i) any competitively sensitive information (provided, that the Company and the Company Subsidiaries shall use reasonable best efforts to redact or withhold only as much information as necessary to permit the sharing with Parent of otherwise competitively sensitive information and or provide such information to a “clean team” for review), (ii) any information that, in the reasonable judgment of the Company, (a) that would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its commercially reasonable best efforts to allow for such access or disclosure in a manner that would does not reasonably be expected to jeopardize the result in a loss of attorney-client privilege), (biii) any information, properties or premises that would result in a breach of any Contract an agreement to which the Company or any of the Company Subsidiaries is a party party, including any lease provisions (except for Contracts provided that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that the Company shall provide access to such information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable best efforts to obtain a waiver in respect secure the consents of any necessary third parties to be able to share such information subject to clause (b). All information provided pursuant to this Section 6.1 shall be subject to the terms of the letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”with Parent), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide any information that would violate any Applicable Law or (v) any information that is reasonably pertinent to any litigation in which the obligations Company or any Company Subsidiary, on the one hand, and Parent or any of Gannett thereunder terminate as of its Affiliates, on the Effective Time. No other hand, are adverse parties, (b) no investigation pursuant to this Section 6.1 8.1 shall affect or be deemed to modify any representations or warranties made herein, rights of the respective parties hereunder herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this AgreementAgreement and (c) the Company and Company Subsidiaries shall not be required to conduct, or permit Parent or any of its Representatives to conduct, any invasive environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media at or relating to any Company Real Property. Gannett Without limiting the generality of the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days Days’ prior written notice thereof, setting forth the inspection or materials that Gannett Parent or its Representatives intend to conduct or review, as applicable. Each party shall continue to abide by the terms of the confidentiality agreement between Apollo Management VIII, L.P. and the Company, dated October 3, 2017, as amended on May 10, 2018 (the “Confidentiality Agreement”).