Common use of Access and Information Clause in Contracts

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”), upon reasonable notice, Seller shall, at Purchaser’s sole cost and expense: (i) afford Purchaser, its Representatives and potential financing sources reasonable access to the properties and the Product Records Controlled by Seller to the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld information.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) Except as may be (i) prohibited by applicable Law, (ii) prohibited by the Closing and terms of any existing Seller Contract, or (biii) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”), upon reasonable noticerequired to preserve legal privilege, Seller shall, at Purchaser’s sole cost and expense: upon reasonable notice from Buyer, (iA) afford Purchaser, to Buyer and its Representatives and potential financing sources reasonable access to the properties Purchased Assets and Seller’s books, records, officers, employees, advisors, counsel, facilities, properties, documents and other information with respect to the Business; provided such access will be during normal business hours and such other times as are reasonable and will be structured so as to not unreasonably interfere with the conduct of the Business or the Purchased Assets; and (B) provide access to Buyer, as soon as reasonably practicable upon Buyer’s reasonable request, to make copies of such books, records, documents and information. If Seller reasonably determines (after consultation with outside counsel) that any requested disclosure would cause any loss of a legal or other privilege or require consent under any Seller Contract, (1) Seller shall provide Buyer with details regarding the type and nature of the information that is prohibited from being disclosed, including to which Sections of this Agreement such information relates and the Product Records Controlled by Seller monetary amount involved (to the extent related that Seller is able to provide such details without compromising such attorney-client privilege or violating such confidentiality agreement), and (2) the Parties shall use commercially reasonable efforts to make appropriate alternative disclosure arrangements (e.g., the entry into an appropriate joint defense agreement in connection with affording access to such information) or to obtain any such required consent. Buyer, at its sole cost and expense and in its sole discretion, may engage an environmental consultant to conduct a Phase I environmental investigation with respect to the Product BusinessNorth Charleston Facility, on or prior to the Purchased AssetsClosing Date, upon at least five (5) Business Days prior written notice to Seller; provided that, notwithstanding any provision herein to the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchasercontrary, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; provided, further, that Seller Buyer shall not be required permitted to furnish conduct (x) any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreementPhase II environmental investigation or (y) any investigation or testing involving physically invasive sampling of soil, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege ground water or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationsubstances.

Access and Information. 5.2.1 During Subject to the period commencing on the Execution Date restrictions set forth in Section 5.6 respecting confidentiality and ending on the earlier to occur of (a) the Closing provided that Buyer has complied with each and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”), upon reasonable noticeevery provision thereof, Seller shall, at Purchaser’s sole cost and expense: (i) shall cause the Subsidiaries to, afford PurchaserBuyer, its Representatives and potential financing sources the counsel, accountants and other representatives of Buyer, reasonable access access, throughout the period from the date hereof to the properties Closing, to the Transferred Assets and the Product Records Controlled by Seller to employees, personnel and medical staff associated therewith and all the extent related to properties, books, contracts, commitments, cost reports and records respecting the Product Business, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and Transferred Assets (ii) furnish to Purchaser, its Representatives and potential financing sources regardless of where such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser located). Such access shall be afforded after no less than 24 hours' prior written notice, during normal business hours whenever reasonably possible and Seller only in such manner so as useful and allowable for post-Closing integration planningnot to disturb patient care or to interfere with the normal operations of the Facilities; provided, however, that such access shall not unreasonably disrupt Seller’s ordinary course operations; providedthat, furthernotwithstanding the foregoing and subject to the provisions concerning nondisclosure set forth in Section 5.6, that Seller without first obtaining the written consent of the Executive Vice President, Chief Financial Officer and Treasurer of HEALTHSOUTH or the Senior Vice President and Corporate Counsel of HEALTHSOUTH, which consent shall not be required unreasonably withheld, neither Buyer nor its counsel, accountants and other representatives shall tour or visit the Facilities or contact any of the employees, personnel or medical staff thereof; and provided further that until the first to furnish occur of November 3, 1998 or the Closing, under no circumstances shall Buyer solicit the employment of any information employees of Seller or its Subsidiaries, except as Hired Employees pursuant to Purchaser’s financing sources to facilitate the Financing terms hereof or except as may be permitted with the prior written consent of a responsible officer of Seller. Seller's covenants under this Section are made with the understanding that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep Buyer shall use all such information acquired from Seller confidentialin compliance with all Laws. Notwithstanding anything Buyer shall not have access to patient or employee records or any other records the disclosure of which would be prohibited by any Law, accreditation standards, or rule or agreement (express or implied) of confidentiality, except that Buyer may be granted access to such records to the contrary contained extent they are appropriately redacted and in this Agreement, Seller shall not conformity with such other reasonable procedures as may be required to disclose any information or provide conform to any such access if such disclosure or access would reasonably be expected, in the reasonable judgment requirements of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege accreditation standards or other established legal privilege; (iii) violate any term rule or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) agreement of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationconfidentiality.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) With respect to each Subject Company, from the date hereof until the Closing at which such Subject Company is sold, subject to any applicable Law, Parent, to the extent not unreasonably disruptive to the business and (b) the termination employees of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”)such Subject Company, upon reasonable notice, Seller shall, at Purchaser’s sole cost and expense: shall cause its Affiliates to, (i) afford PurchaserPurchaser and its Affiliates, its Representatives and potential financing sources subject to any confidentiality restrictions, reasonable access during normal business hours upon reasonable advance notice to the books and records and other documents of the Subject Company and assets, properties and the Product Records Controlled by Seller to the extent related to the Product Businesssenior management and personnel of such Subject Company and its Affiliates, the Purchased Assetsagents and auditors, the Assumed Liabilities or the Product Inventory; and (ii) furnish promptly furnish, or cause to Purchaserbe furnished, its Representatives and potential financing sources to Purchaser such additional technical, financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller with respect to such Subject Company, as Purchaser, its Representatives and potential financing sources may from time to time be reasonably requestrequested by Purchaser, in each case case, to the extent reasonably required by Purchaser to ensure an orderly and efficient transition of (Aincluding for the purposes of retaining personnel (including Key Personnel) of or related to) such Subject Company to Purchaser, to prepare for the Closing relating to such Subject Company, any financing contemplated by Section 5.14 and to facilitate the Financing; or (B) as may be agreed by Purchaser and Seller as useful and allowable for post-satisfaction of the conditions to the Closing integration planningrelating to such Subject Company under Article VI; provided, however, that such in no event shall Purchaser have access shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller shall not be required to furnish any information (i) that relates solely to Purchaser’s financing sources to facilitate any portion of the Financing business of Parent or its Affiliates that is not publicly available unless and until such financing sources are bound by a confidentiality agreementbeing SC1:3335029.3 transferred pursuant to this Agreement or (ii) in Parent's reasonable determination, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 of which would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize or could affect any attorney/client privilege or other established legal privilege; (iii) . In the event that disclosing information would violate any term obligation of Parent or confidentiality obligations owed any of its Affiliates with respect to Third Parties; confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Parent. No information provided to or obtained by Purchaser pursuant to this Section 5.5(a) or otherwise obtained after the execution of this Agreement shall limit or otherwise affect the remedies available hereunder to Purchaser (iv) disclose any Trade Secrets not included in Seller Intellectual Property; providedincluding Purchaser's right to seek indemnification pursuant to Section 8.2), howeveror the representations or warranties of, that or the conditions to the extent any such information is withheld pursuant to any obligations of, the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationParties hereto.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 8 (the “Pre-Closing Period”), upon reasonable notice, Seller shall, at Purchaser’s sole cost shall afford Purchaser and expense: (i) afford Purchaser, its Representatives and potential financing sources reasonable access to the properties Books and the Product Records Controlled by Seller as have previously been made available to Purchaser and its Representatives through an electronic data room, and during such period, shall use its commercially reasonable efforts to provide to Purchaser such other information, Books and Records to the extent related that they relate to the Product Business, the Purchased Specified Programs or any other Transferred Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources Purchaser may from time to time reasonably request, in each case (A) for the sole purpose of enabling Purchaser to facilitate verify the Financing; or (B) as may be agreed by Purchaser accuracy of Seller’s representations and Seller as useful and allowable for post-Closing integration planningwarranties contained in this Agreement; provided, however, that Seller may restrict the foregoing access to the extent that in the reasonable judgment of Seller, any Law applicable to Seller, the Specified Programs or any other Transferred Assets requires Seller to so restrict such access; provided, further, that such access shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expectedcould, in the reasonable judgment of Seller’s outside counselreasonable judgment, to (i) violate (A) applicable Law, (B) the fiduciary duty of Seller or (C) any binding agreement entered into prior to the Closing Date (including applicable antitrust Laws; any confidentiality agreement to which Seller is a party), (ii) jeopardize any attorney/client privilege or other established legal privilege; privilege or (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationtrade secrets.

Access and Information. 5.2.1 During Subject to applicable Law and the reasonable requirements of the Seller to protect competitively sensitive information, the Seller shall afford to the Purchaser and to the Purchaser's financial advisors, legal counsel, accountants, consultants, financing sources and other authorized representatives reasonable access during normal business hours throughout the period commencing on the Execution Date and ending on the earlier prior to occur of (a) the Closing Date to the books, records, properties and (b) personnel of the termination Seller, the Selling Subs and the Transferred Subs relating to the Business and, during such period, shall furnish reasonably promptly to the Purchaser such information as the Purchaser reasonably may request. All such information disclosed to the Purchaser shall remain subject to the Confidentiality Agreement. Without limitation of the other provisions of this Agreement Section 5.4, conditioned upon and as soon as the Bidding Procedures Order referred to in Section 5.1(a) shall be entered, the Seller shall permit McKinsey & Co. or another nationally recognized firm selected by the Purchaser, in accordance with ARTICLE 9 (a mutually acceptable confidentiality agreement entered into by the “Pre-Closing Period”), upon reasonable notice, Seller shall, at Purchaser’s sole cost and expense: (i) afford Purchaser, its Representatives the Seller and potential financing sources reasonable such consultant, to migrate any data concerning the Business which the Purchaser and such consultant shall deem appropriate onto a server maintained by such consultant but using the Purchaser's software programs. It is the Purchaser's intent that if the Closing shall occur, the Purchaser shall have immediate access to such migrated data in order to operate the properties Business and comply with the Purchaser's reporting obligations for the combined operations of the Purchaser and the Product Records Controlled by Seller to Business under applicable securities Laws. If the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; providedoccur, further, that Seller such consultant shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until destroy all of such financing sources are bound by a migrated data in compliance with such confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld information.

Access and Information. 5.2.1 During From the period commencing on the Execution Date and ending on date hereof until the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 pursuant to its terms or the Closing Date, Seller will, and will cause its Subsidiaries to, (a) afford to Purchaser and its Representatives reasonable access during Seller’s and its Subsidiaries’ normal business hours to all of Seller’s and its Subsidiaries’ properties (including the “Pre-Closing Period”Facilities), upon reasonable noticebooks, Seller shallcontracts, at Purchaser’s sole cost commitments, reports of examination and expense: (i) afford Purchaser, its Representatives and potential financing sources reasonable access records exclusively relating to the properties and the Product Records Controlled by Seller to the extent related to the Product Business, the Purchased AssetsAssets or the Assumed Liabilities, (b) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Subsidiaries of Seller, the Business, the Purchased Assets or the Assumed Liabilities as Purchaser or the Product Inventory; any of its Representatives may reasonably request and (iic) furnish instruct the Representatives of Seller to Purchasercooperate with Purchaser in its investigation of the Business, its Representatives the Purchased Assets and potential financing sources such additional financial and operating data and other information regarding the Product Business Assumed Liabilities (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably requestincluding, in each case under clauses (Aa), (b) to facilitate the Financing; or and (B) as may be agreed by Purchaser c), in connection with a third party audit of Seller’s RIN and Seller as useful and allowable for post-Closing integration planningLCFS Credit activity); provided, however, that (i) any such access investigation shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to keep all such information acquired from interfere with the conduct of the Business or any other businesses of Seller confidential. Notwithstanding anything or its Subsidiaries, (ii) without the prior written consent of Seller, Purchaser shall have no right to the contrary contained in this Agreement, perform invasive or subsurface investigations of any real property and (iii) Seller shall not be required to disclose any information to Purchaser or provide any such access its Representatives if such disclosure or access would reasonably be expectedwould, in the reasonable judgment of Seller’s outside counselreasonable discretion: (1) cause significant competitive harm to Seller, to (i) violate applicable Lawits Subsidiaries and their respective businesses, including applicable antitrust Lawsthe Business, if the transactions contemplated by this Agreement are not consummated; (ii2) jeopardize any attorney/-client or other privilege or other established legal privilege; (iii3) violate contravene any term applicable Law, fiduciary duty or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that binding agreement entered into prior to the extent date of this Agreement. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any such access or information is withheld provided pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationSection 4.1.

Access and Information. 5.2.1 During The Company shall permit authorized representatives of Investor to visit and inspect any of the period commencing on properties of the Execution Date Company, including its books of account (and ending on the earlier to occur of (a) the Closing make copies thereof and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”take extracts therefrom), upon and to discuss its affairs, finances and accounts with its officers, administrative employees and independent accountants, all at such reasonable notice, Seller shall, at Purchaser’s sole cost times and expense: (i) afford Purchaser, its Representatives and potential financing sources reasonable access to the properties and the Product Records Controlled by Seller to the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) often as may be agreed by Purchaser and Seller as useful and allowable for post-Closing integration planningreasonably requested; provided, however, that Investor agrees to treat as confidential all the information so provided and designated by the Company as confidential, and not to use such access information in any way reasonably foreseeable to be detrimental to the Company. Investor further agrees that it shall disclose such information only to directors, officers, employees and representatives of Investor who need to know such information for the purpose of evaluating the performance and financial condition of the Company and assisting Investor in the performance of its fiduciary duties. Investor agrees that such directors, officers, employees and representatives shall be informed by Investor of the confidential nature of such information, that they shall be directed by Investor to treat such information confidentially, and Investor shall be responsible for any breach of confidentiality by such directors, officers, employees or representatives, up to a maximum aggregate liability that shall not unreasonably disrupt Seller’s ordinary course operations; providedexceed Investor's profit derived from such disclosure. Notwithstanding the foregoing, furtherif Investor or its directors, officers, employees or representatives is legally compelled to disclose information disclosed under this Section 5.1(b), Investor will provide the Company with prompt notice so that Seller the Company may seek a protective order or other appropriate remedy or waive compliance with this Section 5.1(b). If such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Section 5.1(b) in writing, Investor shall be permitted to disclose such information pursuant thereto, but only such information as it is advised is legally required. The requirement of confidential treatment in this Section 5.1(b) shall not be required apply to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly which: (1) becomes generally available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. Notwithstanding anything to the contrary contained in public other than as a result of a disclosure by Investor, (2) was available on a non-confidential basis prior to its disclosure to Investor; (3) was received from a third party without similar restriction or without breach of this Agreement, Seller shall not be required to disclose any information or provide any such access if such disclosure or access would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii4) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Partieswas independently developed by Investor; or (iv5) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that was furnished to a third party by the extent any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based Company without a restriction on the advice of Seller’s outside counsel, written summaries of such withheld informationthird party's rights.

Access and Information. 5.2.1 During From the period commencing on the Execution Date and ending on date hereof until the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”)pursuant to Article 9, upon reasonable noticesubject to applicable Laws, Seller shall, at Purchaser’s sole cost and expense: (i) afford Purchaser, Purchaser and its Representatives reasonable access, during regular business hours and potential financing sources subject to reasonable access notice, to the properties Purchased Assets and the Product Records Controlled by consultants of Seller to the extent related to the Product Business, with knowledge of the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; provided, further, Purchaser acknowledges that Seller has no employees and may have as few as one consultant available for such purpose, and such lack of personnel shall not neither constitute a breach of this Agreement by Seller nor be required to furnish any information a condition to Purchaser’s financing sources obligation to facilitate effect the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust LawsClosing; (ii) jeopardize furnish Purchaser with copies of such documentation and information held by or under the control of Seller or any attorney/client privilege or other established legal privilegeof its Subsidiaries and related to the Purchased Assets as Purchaser may reasonably request; and (iii) violate any term or confidentiality obligations owed instruct the employees of Seller, and its counsel and financial advisors to Third Parties; or (iv) disclose any Trade Secrets not included cooperate with Purchaser in Seller Intellectual Property; provided, however, that to its investigation of the extent any such information is withheld Purchased Assets. No investigation pursuant to this Section 5.1 shall alter any representation or warranty given hereunder by Seller. All information received pursuant to this Section 5.1 shall be governed by the reasons set forth in clauses (i) through (iii) terms of the Confidentiality Agreement. In the event that Purchaser requests any document or material pursuant to this sentenceSection 5.1 for which any attorney-client or other legal privilege is available, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries obligation to provide Purchaser with access to such document or material shall be conditioned upon execution by Seller and Purchaser of such withheld informationan appropriate common interest and confidentiality agreement in reasonable and customary form.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) Between the Closing and (b) the termination date of this Agreement in accordance with ARTICLE 9 and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (the “Pre-Closing Period”including, without limitation, its financial advisors, accountants and legal counsel), upon at all reasonable noticetimes, Seller shallaccess as reasonably requested to all offices and other facilities and to all contracts, at Purchaser’s sole cost agreements, commitments, books and expense: records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) afford Purchaser, its Representatives and potential financing sources reasonable access to the properties and the Product Records Controlled by Seller to the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding with respect to the Product Business (or copies thereof) Controlled by Seller business and properties of the Company and its subsidiaries as Purchaser, its Representatives and potential financing sources Purchaser may from time to time reasonably request, in and (ii) a copy of each case (A) material report, schedule and other document filed or received by the Company pursuant to facilitate the Financing; requirements of applicable securities laws or (B) as may be agreed by Purchaser and Seller as useful and allowable for post-Closing integration planningthe NASD; provided, however, that such access shall not unreasonably disrupt Seller’s ordinary course operations; providedthe Company, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless its legal counsel and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. Notwithstanding anything to the contrary contained in this Agreement, Seller other authorized representatives shall not be required to disclose any information protected under attorney-client or provide any such access if such disclosure attorney work-product privilege; and provided further that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or access would reasonably be expecteddelayed) of the Company’s Chief Executive Officer, in the reasonable judgment of Seller’s outside counselChief Financial Officer or General Counsel, to (i) violate applicable Lawcontact any employee of the Company directly, including applicable antitrust Laws; provided that such contact is for informational purposes only and does not unreasonably interfere with such employee’s ongoing responsibilities to the Company, and (ii) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that have access to the extent Company’s offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company’s offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser’s ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. Notwithstanding the foregoing, the treatment of such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller and documentation shall provide to Purchaser, remain subject to the extent permissible based on confidentiality agreement between Parent and the advice of Seller’s outside counselCompany, written summaries of such withheld informationdated September 9, 2005, as may be amended, modified or supplemented from time to time (the “Confidentiality Agreement”), and Purchaser and its authorized representatives shall not conduct any environmental sampling.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”), upon Upon reasonable notice, Seller shallshall (and shall cause its Subsidiaries, at Purchaser’s sole cost including, without limitation, the Association, to) afford to Purchaser and expense: its representatives (including, without limitation, directors, officers and employees of Purchaser and its affiliates, and counsel, accountants and other professionals retained) such access during normal business hours and in a manner calculated to minimize any disruption of Seller's operations throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Purchaser may reasonably request; PROVIDED, HOWEVER, that no investigation pursuant to this Section 4.04 shall affect or be deemed to modify any representation or warranty made herein. Purchaser will not, and will cause its representatives not to, use any information obtained pursuant to this Section 4.04 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, Purchaser will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 4.04 unless such information (i) afford was already known to Purchaser or an affiliate of Purchaser, its Representatives and potential financing sources reasonable access other than pursuant to the properties and the Product Records Controlled by Seller to the extent related to the Product Businessa confidentiality agreement or other confidential relationship, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish becomes available to Purchaser, its Representatives and potential financing Purchaser or an affiliate of Purchaser from other sources not known by such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time party to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality obligation or agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; is disclosed with the prior written approval of Seller or (iv) disclose is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any Trade Secrets not included in Seller Intellectual Property; provided, however, that party hereto) to be returned to the extent any such information is withheld pursuant party which furnished the same. Seller agrees to any the reasons set forth in clauses (i) through (iii) provide reasonable advance notice to Purchaser of this sentence, Seller shall provide each meeting of its Loan Committee and to allow a representative of Purchaser, identified in advance, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of attend each such withheld informationmeeting.

Access and Information. 5.2.1 4.1.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 Article 8, Seller shall afford Buyer and its officers, employees, agents, attorneys, accountants, consultants, advisors and other representatives (the collectively, “Pre-Closing PeriodRepresentatives”), upon reasonable notice, Seller shall, at Purchaser’s sole cost and expense: (i) afford Purchaser, its Representatives and potential financing sources continued reasonable access to the properties and Seller employees to discuss the Product Records Controlled by Seller Business and access to the books and records of Seller, to the extent related to the Product Business, and during such period, shall use its commercially reasonable efforts to provide to Buyer such information, books and records to the Purchased Assets, the Assumed Liabilities or extent that they relate to the Product Inventory; and (ii) furnish to PurchaserBusiness, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources Buyer may from time to time reasonably request, in each case (A) for the sole purposes of enabling Buyer to facilitate prepare to transition the Financing; or (B) as may be agreed by Purchaser Product Business and Seller as useful to verify the accuracy of Seller’s representations and allowable for post-Closing integration planningwarranties contained in this Agreement; provided, however, that Seller may restrict the foregoing THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. access to the extent that in the reasonable judgment of Seller, any Law applicable to Seller, the Purchased Assets, the Product or the Product Business requires it to so restrict such access; and provided, further, that such access shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expectedcould, in the reasonable judgment of Seller’s outside counselreasonable judgment, to (i) violate applicable LawLaw or any binding agreement entered into prior to the Closing Date (including any confidentiality agreement to which Seller is a party), including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; privilege or (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets trade secrets not included in Seller the Purchased Intellectual Property; provided. During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with Article 8, howevereach Party hereto shall promptly notify the other Party hereto of the occurrence or non-occurrence of any event, that condition, fact, circumstance, occurrence, transaction or other item of which such Party becomes aware after the Execution Date and prior to the extent Closing that would reasonably be expected to constitute a breach of any such information is withheld pursuant to representation or warranty or a breach in any the reasons material respect of any covenant set forth herein, disregarding any references in clauses (i) through (iii) such representation or warranty to “as of the Execution Date,” or “as of the date of this sentence, Seller shall provide to Purchaser, Agreement” (or similar language limiting such representation or warranty to the extent permissible based date on the advice of Seller’s outside counsel, written summaries of such withheld informationwhich this Agreement is signed).

Access and Information. 5.2.1 4.1.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 Article 8 (the “Pre-Closing Period”), upon reasonable notice, Seller shall, at Purchaser’s sole cost shall afford Buyer and expense: (i) afford Purchaser, its Representatives and potential financing sources continued ​ ​ ​ reasonable access through an electronic data room to the properties books and the Product Records Controlled by Seller records of Seller, to the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities maintained exclusively or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding primarily in connection with the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives other than the Excluded Assets and potential financing sources may from time to time reasonably requestExcluded Liabilities), in each case (A) for the sole purposes of facilitating the Closing and facilitating the preparation for the transition of the Product Business to facilitate the Financing; or (B) as may be agreed by Purchaser and Seller as useful and allowable for post-Closing integration planningBuyer; provided, however, that such access shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expectedcould, in the reasonable judgment of Seller’s outside counselreasonable judgment, to (i) violate applicable LawLaw (including the Consent Orders) or any binding agreement entered into prior to the Closing Date (including any confidentiality agreement with a Third Party to which Seller is a party), including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; , unless the books and records can be shared without losing such privilege, or (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets trade secrets not included in Seller the Purchased Intellectual Property; provided, however, that Seller shall use commercially reasonable efforts to make such disclosure or provide such access in a manner that does not result in the extent occurrence of any such information is withheld pursuant to any of the reasons set forth items described in the preceding clauses (i) through (iiiiv) (including through the sharing of books and records on an outside counsel basis or under a “clean team” arrangement). All requests for information made pursuant to this sentenceSection 4.1.1 shall be directed to such person or persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any director or Representative of Seller shall provide to Purchaser, to or any of its Affiliates without the extent permissible based on the advice of Seller’s outside counsel, written summaries prior approval of such withheld informationdesignated person(s). The auditors and independent accountants of any of the Divesting Entities shall not be obligated to make any work papers available to any Person under this Agreement unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by Seller, Buyer shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with Seller or its Affiliates with respect to any information to be provided to Buyer pursuant to this Section 4.1.1.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) Seller will permit Buyer and its representatives, after the Closing and (b) the termination date of this Agreement in accordance with ARTICLE 9 (until the “Pre-Closing Period”)Closing, to have reasonable access solely for confirmatory diligence purposes, during regular business hours and upon reasonable advance notice, Seller shallsubject to Seller’s right to have its representatives accompany Buyer’s representatives and subject to other reasonable rules and regulations of Seller, at Purchaser’s sole cost and expense: to (i) afford Purchaserthe Business Assets; provided, its Representatives and potential financing sources reasonable access however, Buyer will not be permitted to perform any environmental site assessments or other testing, sampling or investigations without Seller’s prior written consent, which consent will not be unreasonably withheld, (ii) the offices, facilities, properties and the Product Records Controlled by financial, accounting and other books and records of Seller and the Acquired Companies relating to the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (iiiii) furnish the appropriate management personnel of Seller and the Acquired Companies. Seller will furnish, or cause to Purchaserbe furnished, its Representatives and potential financing sources such additional to Buyer any financial and operating data and other information regarding that is readily available with respect to the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may Buyer will from time to time reasonably requestrequest for the purpose of verifying the accuracy of the representations and warranties of Seller in Article III. It is expressly understood by the Parties that, notwithstanding the provisions of this Section 5.1(a), Seller, in each case its sole discretion, may deny or restrict any access (Ai) involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any applicable attorney-client privileges; (ii) to facilitate any know-how, operating instructions or other proprietary knowledge of Seller or the FinancingAcquired Companies with respect to the products, materials and services used in or produced by the Business; or (Biii) as may be agreed by Purchaser 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; provided, further, in the event Buyer is in breach of this Agreement. It is further understood that Seller shall not will be required under no obligation to furnish grant Buyer or its representatives any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 access would, under the circumstances, unreasonably interfere with Seller’s or the Acquired Companies’ operations, activities or employees, or if such access would reasonably be expectedwould, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Lawantitrust or similar Laws, including applicable antitrust securities Laws; (ii) jeopardize , privacy Laws, or labor Laws or contracts, or materially breach any attorney/client privilege or other established legal privilege; (iii) violate provision of any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such information is withheld pursuant contract. With respect to any third parties with which Seller, any Acquired Company or any JV Company has a direct or indirect business relationship, and any Governmental Authorities with jurisdiction over or which regulates Seller, any Acquired Company, any JV Company, the reasons set forth in clauses (i) through (iii) of this sentenceBusiness or the Business Locations, Seller shall provide Buyer will not make any independent inquiry with respect to PurchaserSeller, to any Acquired Company, any JV Company, the extent permissible based on Business or the advice of Business Locations without Seller’s outside counsel, written summaries of such withheld informationprior consent.

Access and Information. 5.2.1 4.1.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 Article 8, Seller shall afford Buyer and its officers, employees, agents, attorneys, accountants, consultants, advisors and other representatives (the collectively, “Pre-Closing PeriodRepresentatives”), upon reasonable notice, Seller shall, at Purchaser’s sole cost and expense: (i) afford Purchaser, its Representatives and potential financing sources continued reasonable access to the properties and Seller employees to discuss the Product Records Controlled by Seller Business and access to the books and records of Seller, to the extent related to the Product Business, and during such period, shall use its commercially reasonable efforts to provide to Buyer such information, books and records to the Purchased Assets, the Assumed Liabilities or extent that they relate to the Product Inventory; and (ii) furnish to PurchaserBusiness, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources Buyer may from time to time reasonably request, in each case (A) for the sole purposes of enabling Buyer to facilitate prepare to transition the Financing; or (B) as may be agreed by Purchaser Product Business and Seller as useful to verify the accuracy of Seller’s representations and allowable for post-Closing integration planningwarranties contained in this Agreement; provided, however, that Seller may restrict the foregoing access to the extent that in the reasonable judgment of Seller, any Law applicable to Seller, the Purchased Assets, the Product or the Product Business requires it to so restrict such access; and provided, further, that such access shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expectedcould, in the reasonable judgment of Seller’s outside counselreasonable judgment, to (i) violate applicable LawLaw or any binding agreement entered into prior to the Closing Date (including any confidentiality agreement to which Seller is a party), including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; privilege or (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets trade secrets not included in Seller the Purchased Intellectual Property; provided. During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with Article 8, howevereach Party hereto shall promptly notify the other Party hereto of the occurrence or non-occurrence of any event, that condition, fact, circumstance, occurrence, transaction or other item of which such Party becomes aware after the Execution Date and prior to the extent Closing that would reasonably be expected to constitute a breach of any such information is withheld pursuant to representation or warranty or a breach in any the reasons material respect of any covenant set forth herein, disregarding any references in clauses (i) through (iii) such representation or warranty to “as of the Execution Date,” or “as of the date of this sentence, Seller shall provide to Purchaser, Agreement” (or similar language limiting such representation or warranty to the extent permissible based date on the advice of Seller’s outside counsel, written summaries of such withheld informationwhich this Agreement is signed).

Access and Information. 5.2.1 4.1.1 During the period commencing on the Execution Date date hereof and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 Article 8 (the “Pre-Closing Period”), upon reasonable notice, Seller shall, at Purchaser’s sole cost shall afford Buyer and expense: (i) afford Purchaser, its Representatives and potential financing sources continued reasonable access to the properties Representatives and, through an electronic data room, to the books and the Product Records Controlled by records, of Seller and its Affiliates, to the extent related to the Products, the Product Business, the Purchased AssetsAssets and the Assumed Liabilities, and during such period, shall provide to Buyer such information, books and records to the extent that they relate to the Products, the Product Business, the Purchased Assets and the Assumed Liabilities Liabilities, as Buyer may reasonably request (provided, that Seller shall only be required to use its commercially reasonable efforts to provide Buyer any such information, books and records that are in the possession or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably requestcontrol of a Third Party), in each case (A) for the purpose of enabling Buyer to facilitate verify the Financing; or (B) accuracy of Seller’s representations and warranties contained in this Agreement and as may be agreed by Purchaser 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; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expected, in the reasonable judgment of Seller’s outside counselreasonable judgment, to (i) violate (A) applicable Law, including applicable antitrust Antitrust Laws; , or (B) any binding agreement entered into by Seller prior to the date hereof, or prior to the Closing Date to the extent entered into in the ordinary course of business, including any confidentiality agreement to which Seller is a party (provided, that Seller shall use commercially reasonable efforts to obtain consent from any Third Party to any such binding agreement to enable Seller to disclose such information), (ii) jeopardize any attorney/client privilege or other established legal privilege; , or (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets trade secrets not included in Seller Intellectual Propertythe Purchased Assets; provided, however, that Seller shall provide Buyer with a general description of the type of any such information withheld by Seller to the extent any such information that Seller is withheld pursuant permitted to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationdo so.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 7 (the “Pre-Closing Period”), upon reasonable notice, Seller shall, at Purchaser’s sole cost shall afford Purchaser and expense: (i) afford Purchaser, its Representatives and potential financing sources reasonable access to the properties Books and the Product Records Controlled by Seller Records, and during such period, shall use its best efforts to provide to Purchaser and its Representatives such other information, to the extent related that they relate to the Product BusinessSpecified Programs or any Transferred Assets or Assumed Liabilities, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources Purchaser may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser and Seller as useful and allowable for post-Closing integration planning; provided, however, that Seller may restrict the foregoing access to the extent that in the reasonable judgment of Seller, any Law applicable to Seller, the Specified Programs or any other Transferred Assets requires Seller to so restrict such access; and provided, further, that such access shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate operations in the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidentialOrdinary Course of Business. 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 would reasonably be expectedcould, after Seller determines in the reasonable judgment of Seller’s good faith after consultation with its outside legal counsel, to (i) violate (A) applicable Law (provided, that the Seller shall use its best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not contravene applicable Law), (B) the fiduciary duty of the Board (provided, that the Board uses its best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not contravene its fiduciary duties) or (C) any binding agreement entered into prior to the Closing Date (including applicable antitrust Laws; any confidentiality agreement to which Seller is a party), (ii) jeopardize any attorney/client privilege or other established legal privilege (provided, that Seller shall use its best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not abrogate such privilege; ) or (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets trade secrets not included in Seller Intellectual Property; provided, however, that otherwise related to the extent Specified Programs or any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationTransferred Assets.

Access and Information. 5.2.1 (i) The Company and Seller have given and, during the Interim Period, Seller shall give, or shall cause to be given, to Purchaser and its employees, agents and representatives appropriate access, at all reasonable times and at Purchaser's expense, to the properties, books, files, records and officers of the Company and of Seller and their agents, including legal representatives and accountants, as such relate to the Company Assets and the Transmission Business, and will furnish or shall cause to be furnished, at no cost to Purchaser other than reasonable out-of-pocket expenses and the cost of copying or duplication, all information and documents relating to the Transmission Business as Purchaser may reasonably request, and permit Purchaser to contact and meet with the employees of Seller involved in the Transmission Business at such place or places and at such times as reasonably designated by Purchaser, provided that no such investigation shall unreasonably interfere with the Transmission Business, or relationships with employees or customers of Seller or customers of the Company. During the period commencing on Interim Period, Seller shall permit Purchaser to make copies of information relating to the Execution Date Transmission Business contained in the books, files and ending on records of Seller and the earlier Company. Purchaser will cause all information regarding Seller, the Company or the Transmission Business obtained or acquired by Purchaser or Purchaser's representatives, employees, consultants, independent contractors, attorneys and financing sources and other advisors (the "Purchaser Parties") pursuant to occur of (a) the Closing and (b) the termination of this Agreement to be used and maintained by the Purchaser Parties in accordance with ARTICLE 9 the terms of the confidentiality agreement dated February 27, 2003, by and between McDonald Investments Inc. (as agent for Seller) and Purchaser (the “Pre-Closing Period”"Confidentiality Agreement"). Notwithstanding the foregoing provisions of this Section 6.1(b), upon reasonable notice, Seller shall, at Purchaser’s sole cost and expense: (i1) afford Purchaser, its Representatives and potential financing sources reasonable access to the properties and the Product Records Controlled by Seller to the extent related necessary in order to obtain the Purchaser Required Governmental Consents, Purchaser may disclose such information to the Product Business, appropriate Governmental Authorities provided Purchaser makes commercially reasonable efforts to ensure that the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound so disclosed will be accorded confidential treatment by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. Notwithstanding anything to the contrary contained in this Agreement, Governmental Authority; (2) Seller shall not be required to disclose any information or provide any such access if such disclosure or access would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such that the disclosure thereof is prohibited under confidentiality agreements currently in effect on the date hereof, and (3) Purchaser shall be permitted to disclose information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on required by applicable Legal Requirements or stock exchange regulations or to the advice of Seller’s outside counsel, written summaries of such withheld informationextent requested by its (or its designee's) lenders.

Access and Information. 5.2.1 During From the period commencing on date hereof until the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”)Closing, upon reasonable notice, the Seller shall, at Purchaser’s sole cost shall cause the Company to give to the Purchaser and expense: (i) afford Purchaser, its Representatives and potential financing sources representatives reasonable access at all reasonable times during normal business hours to the properties properties, books and records of the Product Records Controlled by Seller Company and furnish for inspection such information and documents in its possession relating to the extent related to Company and make available personnel as the Product Business, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources Purchaser may from time to time reasonably request, provided that, in each case (A) the exercise of the foregoing rights, the Purchaser shall not, and shall use its reasonable best efforts to facilitate cause its representatives not to, unduly interfere with the Financing; or (B) as may be agreed by Purchaser operation and Seller as useful conduct of the business of the Company, and allowable for post-Closing integration planning; provided, however, that such access shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller without the prior written consent of the Seller, the Purchaser and its representatives shall not be required entitled to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreementaccess, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to documents (i) violate applicable Lawas to which the attorney-client privilege or attorney work-product doctrine may be available or apply, including applicable antitrust Laws; or (ii) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included the disclosure of which is restricted by applicable Law except in Seller Intellectual Property; provided, however, that strict compliance with such Law. All such information and documents obtained by the Purchaser shall be subject to the extent any terms of the Non-Disclosure Agreement, dated April 8, 2005 (the "Non-Disclosure Agreement"), between the Purchaser and the Seller, the terms of which shall terminate upon Closing; provided that the Purchaser and the Seller may disclose such information is withheld as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. Subject to Section 3.9, no information provided to or obtained by the Purchaser prior to or after the date of this Agreement shall limit or otherwise affect the remedies available hereunder to the Purchaser (including the Purchaser's right to seek indemnification pursuant to any Article VII), or the reasons set forth in clauses (i) through (iii) of this sentencerepresentations or warranties of, Seller shall provide to Purchaser, or the conditions to the extent permissible based on obligations of, the advice of Seller’s outside counsel, written summaries of such withheld informationparties hereto.

Access and Information. 5.2.1 During The Company shall permit authorized representatives of Investor to visit and inspect any of the period commencing on properties of the Execution Date Company, including its books of account (and ending on the earlier to occur of (a) the Closing make copies thereof and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”take extracts therefrom), upon and to discuss its affairs, finances and accounts with its officers, administrative employees and independent accountants, all at such reasonable notice, Seller shall, at Purchaser’s sole cost times and expense: (i) afford Purchaser, its Representatives and potential financing sources reasonable access to the properties and the Product Records Controlled by Seller to the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) often as may be agreed by Purchaser and Seller as useful and allowable for post-Closing integration planningreasonably requested; provided, however, that Investor agrees to treat as confidential all the information so provided and designated by the Company as confidential, and not to use such access information in any way reasonably foreseeable to be detrimental to the Company. Investor further agrees that it shall disclose such information only to directors, officers, employees and representatives of Investor who need to know such information for the purpose of evaluating the performance and financial condition of the Company and assisting Investor in the performance of its fiduciary duties. Investor agrees that such directors, officers, employees and representatives shall be informed by Investor of the confidential nature of such information, that they shall be directed by Investor to treat such information confidentially, and Investor shall be responsible for any breach of confidentiality by such directors, officers, employees or representatives, up to a maximum aggregate liability that shall not unreasonably disrupt Sellerexceed Investor’s ordinary course operations; providedprofit derived from such disclosure. Notwithstanding the foregoing, furtherif Investor or its directors, officers, employees or representatives is legally compelled to disclose information disclosed under this Section 5.1(b), Investor will provide the Company with prompt notice so that Seller the Company may seek a protective order or other appropriate remedy or waive compliance with this Section 5.1(b). If such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Section 5.1(b) in writing, Investor shall be permitted to disclose such information pursuant thereto, but only such information as it is advised is legally required. The requirement of confidential treatment in this Section 5.1(b) shall not be required apply to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly which: (1) becomes generally available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. Notwithstanding anything to the contrary contained in public other than as a result of a disclosure by Investor, (2) was available on a non-confidential basis prior to its disclosure to Investor; (3) was received from a third party without similar restriction or without breach of this Agreement, Seller shall not be required to disclose any information or provide any such access if such disclosure or access would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii4) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Partieswas independently developed by Investor; or (iv5) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that was furnished to a third party by the extent any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based Company without a restriction on the advice of Sellerthird party’s outside counsel, written summaries of such withheld informationrights.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (ai) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”)After Closing, upon reasonable notice, Seller Buyer shall, and shall cause the Transferred Press Subsidiaries to, at PurchaserSeller’s sole cost and expense: expense (ix) afford Purchaser, give Seller and its Representatives and potential financing sources reasonable access during normal business hours to the properties personnel, properties, assets, book and records relating to the Product Records Controlled by Seller Press Business to the extent related they are necessary to (a) prepare for and participate in any investigation and defend or prosecute any claims relating to or involving Seller or any of the Press Sellers, or in relation to the Product BusinessPress Business and in which Seller or any of the Press Sellers has an interest (in each case, other than directly in connection with any arbitration proceeding brought under Section 11.14, the Purchased Assetsrules of discovery of which shall be governed by the ICC Rules of Arbitration), (b) discharge Seller’s obligations under this Agreement and (c) comply with financial reporting requirements and (y) afford Seller and its Representatives reasonable assistance in connection with the Assumed Liabilities foregoing. All information received pursuant to this Section 5.2.1(i) shall be governed by the terms of the Confidentiality Agreement and Section 5.1.13. Buyer may restrict the foregoing access and assistance to the extent required by applicable Law or if Buyer reasonably believes that the information requested by Seller is subject to confidentiality obligations to third parties or the Product Inventory; and disclosure of such information would result in the loss of attorney-client privilege (ii) furnish in which case Buyer shall use commercially reasonable efforts to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding communicate the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; provided, further, that Seller shall not be required to furnish any applicable information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, Seller in a form reasonably acceptable to Seller, to keep all way that would not violate such information acquired from Seller confidentialLaw or confidentiality obligations or would not result in a loss of such privilege). Notwithstanding anything to the contrary contained In exercising its rights set forth in this AgreementSection 5.2.1(i), Seller shall not, and shall cause its Representatives not be required to disclose to, unduly interfere with the operation and conduct of the Press Business and any other business of Buyer. All information or provide any such access if such disclosure or access would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such information is withheld received pursuant to any the reasons set forth in clauses (ithis Section 5.2.1(i) through (iii) of this sentence, Seller shall provide be subject to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationSection 5.1.13.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”), upon Upon reasonable notice, Seller shallthe Company shall (and shall cause its Subsidiaries to) afford to the Purchaser and its representatives (including, at Purchaser’s sole cost without limitation, directors, officers and expense: employees of the Purchaser and its affiliates, and counsel, accountants and other professionals retained) such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as the Purchaser may reasonably request; PROVIDED, HOWEVER, that no investigation pursuant to this Section 4.04 shall affect or be deemed to modify any representation or warranty made herein. The Purchaser will not, and will cause its representatives not to, use any information obtained pursuant to this Section 4.04 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, the Purchaser will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 4.04 unless such information (i) afford was already known to the Purchaser or an affiliate of the Purchaser, its Representatives and potential financing sources reasonable access other than pursuant to the properties and the Product Records Controlled by Seller to the extent related to the Product Businessa confidentiality agreement or other confidential relationship, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish becomes available to Purchaser, its Representatives and potential financing the Purchaser or an affiliate of the Purchaser from other sources not known by such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time party to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality obligation or agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; is disclosed with the prior written approval of the Company or (iv) disclose is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any Trade Secrets not included in Seller Intellectual Property; provided, however, that party hereto) to be returned to the extent any such information is withheld pursuant to any party which furnished the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationsame.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) Subject to the Closing Bidding Procedures and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”)applicable law, Sellers shall, upon reasonable prior notice, Seller shallafford Purchasers’ authorized Representatives reasonable access during normal business hours to the offices, at Purchaser’s sole cost properties, key employees, outside accountants, agreements and expense: other documentation and financial records (including computer files, retrieval programs and similar documentation) with respect to the Business, the Acquired Assets, and the Assumed Liabilities to the extent Purchasers reasonably deem necessary, and shall permit Purchasers and their authorized Representatives to make copies of such materials. Sellers shall furnish to Purchasers or their authorized Representatives such additional information concerning the Acquired Assets, the Business and the Assumed Liabilities as shall be reasonably requested by Purchasers or their authorized Representatives, including all such information as shall be reasonably necessary to enable Purchasers or their authorized Representatives to (i) afford Purchaser, its Representatives verify the accuracy of Sellers’ representations and potential financing sources reasonable access to the properties and the Product Records Controlled by Seller to the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to Purchaser, its Representatives and potential financing sources such additional financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller as Purchaser, its Representatives and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; provided, further, that Seller shall not be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. Notwithstanding anything to the contrary warranties contained in this Agreement, Seller shall not be required to disclose any information or provide any such access if such disclosure or access would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; verify that Sellers have complied with the covenants contained in this Agreement and (iii) violate determine whether the conditions set forth in Article VI have been satisfied. Sellers shall use commercially reasonable efforts to cause their outside accountants and outside counsel to cooperate with Purchasers in their investigation. It is acknowledged and understood that no investigation by Purchasers or other information received by Purchasers shall operate as a waiver or otherwise affect any term representation, warranty or confidentiality obligations owed other agreement given or made by Sellers in this Agreement. Notwithstanding anything herein to Third Parties; the contrary, no such investigation or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that examination shall be permitted to the extent any such that it would require Sellers to disclose information is withheld pursuant subject to any attorney-client privilege, provided Sellers advise the reasons set forth in clauses (i) through (iii) Purchasers of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries specific assertion of such withheld informationprivilege.

Access and Information. 5.2.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) With respect to each Subject Company, from the date hereof until the Closing at which such Subject Company is sold, subject to any applicable Law, Parent, to the extent not unreasonably disruptive to the business and (b) the termination employees of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”)such Subject Company, upon reasonable notice, Seller shall, at Purchaser’s sole cost and expense: shall cause its Affiliates to, (i) afford PurchaserPurchaser and its Affiliates, its Representatives and potential financing sources subject to any confidentiality restrictions, reasonable access during normal business hours upon reasonable advance notice to the books and records and other documents of the Subject Company and assets, properties and the Product Records Controlled by Seller to the extent related to the Product Businesssenior management and personnel of such Subject Company and its Affiliates, the Purchased Assetsagents and auditors, the Assumed Liabilities or the Product Inventory; and (ii) furnish promptly furnish, or cause to Purchaserbe furnished, its Representatives and potential financing sources to Purchaser such additional technical, financial and operating data and other information regarding the Product Business (or copies thereof) Controlled by Seller with respect to such Subject Company, as Purchaser, its Representatives and potential financing sources may from time to time be reasonably requestrequested by Purchaser, in each case case, to the extent reasonably required by Purchaser to ensure an orderly and efficient transition of (Aincluding for the purposes of retaining personnel (including Key Personnel) of or related to) such Subject Company to Purchaser, to prepare for the Closing relating to such Subject Company or any financing contemplated by Section 5.14 and to facilitate the Financing; or (B) as may be agreed by Purchaser and Seller as useful and allowable for post-satisfaction of the conditions to the Closing integration planningrelating to such Subject Company under Article VI; provided, however, that such in no event shall Purchaser have access shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller shall not be required to furnish any information (i) that relates solely to Purchaser’s financing sources to facilitate any portion of the Financing business of Parent or its Affiliates that is not publicly available unless and until such financing sources are bound by a confidentiality agreementbeing transferred pursuant to this Agreement or (ii) in Parent’s reasonable determination, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. 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 of which would reasonably be expected, in the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize or could affect any attorney/client privilege or other established legal privilege; (iii) . In the event that disclosing information would violate any term obligation of Parent or confidentiality obligations owed any of its Affiliates with respect to Third Parties; confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Parent. No information provided to or obtained by Purchaser pursuant to this Section 5.5(a) or otherwise obtained after the execution of this Agreement shall limit or otherwise affect the remedies available hereunder to Purchaser (iv) disclose any Trade Secrets not included in Seller Intellectual Property; providedincluding Purchaser’s right to seek indemnification pursuant to Section 8.2), howeveror the representations or warranties of, that or the conditions to the extent any such information is withheld pursuant to any obligations of, the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld informationParties hereto.

Access and Information. 5.2.1 4.1.1 During the period commencing on the Execution Date and ending on the earlier to occur of Interim Period, Seller shall (a) the Closing afford Buyer and (b) the termination of this Agreement in accordance with ARTICLE 9 (the “Pre-Closing Period”), upon reasonable notice, Seller shall, at Purchaser’s sole cost and expense: (i) afford Purchaser, its Representatives and potential financing sources reasonable access to the properties Business and the Product Records Controlled by Seller to the extent related to the Product Business, the Purchased Assets, including the Acquired Entities, and information pertaining to the Assumed Liabilities Liabilities, (b) use reasonable best efforts to cause its employees and Representatives to cooperate with and aid Buyer and its Representatives in its investigation of the Business. Any request or investigation under this Section 4.1.1 shall be made or conducted on a reasonable basis by Buyer providing reasonable Notice to Seller and shall be conducted during normal business hours in such a manner as not to interfere unreasonably with the Product Inventory; conduct of the Business, and (iic) furnish to Purchaser, reasonably consult with Buyer regarding any material ongoing Litigation and provide Buyer with any material communications in connection therewith reasonably promptly following Seller’s receipt or delivery thereof. No investigation by Buyer or any of its Representatives and potential financing sources such additional financial and operating data and or other information regarding the Product Business (received by Buyer or copies thereof) Controlled any of its Representatives shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller as Purchaser, its Representatives (including Section 7.1) and potential financing sources may from time to time reasonably request, in each case (A) to facilitate the Financing; or (B) as may be agreed by Purchaser 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; provided, further, be deemed to amend or supplement the Seller Disclosure Schedules. Buyer acknowledges and agrees that Seller shall not be required entitled to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, in a form reasonably acceptable to Seller, to keep all such information acquired from Seller confidential. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to disclose any information or provide restrict any such access if such disclosure to or access would reasonably restrict information (x) as determined, in its respective reasonable discretion, to be expectedappropriate to ensure compliance with any Law, (y) that in the reasonable judgment of Seller’s outside counselSeller would result in the disclosure of any Trade Secrets of third parties in violation of any of its obligations with respect to confidentiality and/or (z) to preserve any applicable attorney client privilege, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege attorney work product or other established legal privilege; (iii) violate provided that in the event any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaserpromptly notify Buyer and at Buyer’s request, Seller shall use commercially reasonable efforts to the extent permissible based on feasible to develop an arrangement to communicate or provide the advice of Seller’s outside counsel, written summaries of such withheld informationapplicable information (or a portion thereof) in a manner that would not conflict with the foregoing clauses (x) and (y).

Access and Information. 5.2.1 During Between the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination date of this Agreement in accordance with ARTICLE 9 (and the “Pre-Closing Period”)Closing, upon reasonable notice, Seller shall, at Purchaser’s sole cost and expense: Sellers will (i) afford Purchasergive Buyer, its Representatives counsel, financial advisors, auditors and potential financing sources other authorized representatives reasonable access access, upon prior written request and during normal business hours, to the properties all properties, books, records, and the Product Records Controlled by Seller to the extent documents of Sellers that are directly related to the Product BusinessPurchased Assets or operation of the Pharmacies, the Purchased Assets, the Assumed Liabilities or the Product Inventory; and (ii) furnish to PurchaserBuyer, its Representatives counsel, financial advisors, auditors and potential financing sources other authorized representatives such additional financial and operating data and other information regarding relating to the Product Business (or copies thereof) Controlled by Seller Pharmacies and the Purchased Assets as Purchaser, its Representatives and potential financing sources Buyer may from time to time reasonably request, (iii) cooperate and prioritize and allocate its resources as reasonably necessary to work with Buyer and its representatives, subcontractors and/or agents to ensure proper data conversion, (iv) deliver to Buyer (in electronic form where available) commencing promptly after the date hereof the data reasonably requested by Buyer in order to commence and progress item match and other transition related planning activities, and (v) instruct the employees, counsel, financial advisors and auditors of Sellers to reasonably cooperate with Buyer in connection with the foregoing, in each case (A) case, subject to facilitate applicable Law; provided that it is understood and agreed that Buyer has informed Sellers that the Financing; or (B) as may be agreed access and conduct that is required by Purchaser this Section 6.11 is critical to its ability to conduct business and Seller as useful and allowable for post-Closing integration planning; providedservice customers of the Pharmacies at Closing, however, but that such access shall not unreasonably disrupt Seller’s ordinary course operations; provided, further, that Seller shall not and conduct must be required to furnish any information to Purchaser’s financing sources to facilitate the Financing that is not publicly available unless and until such financing sources are bound by a confidentiality agreement, provided or performed in a form reasonably acceptable or manner or pursuant to Seller, to keep all such information acquired from Seller confidential. Notwithstanding anything to a process that complies with applicable Law and any medical privacy policy of Sellers maintained for the contrary contained in this Agreement, Seller shall not be benefit of third parties that imposes a legally binding obligation on Sellers or is required to disclose any be complied with in order to be in accordance with applicable Law. To the extent that providing access to certain information or provide personnel or taking certain action under this Section 6.11 would not so comply in a given form or manner or pursuant to a given process, the Parties shall agree on a form or manner of access or conduct that will both enable Buyer to conduct business and service customers of the Pharmacies at Closing and will comply with applicable Law and any such access if such disclosure or access would reasonably policy (e.g., pricing information may be expected, in redacted from the reasonable judgment of Seller’s outside counsel, to (i) violate applicable Law, including applicable antitrust Laws; (ii) jeopardize any attorney/client privilege or other established legal privilege; (iii) violate any term or confidentiality obligations owed to Third Parties; or (iv) disclose any Trade Secrets not included in Seller Intellectual Property; provided, however, that to the extent any such information is withheld pursuant to any the reasons set forth in clauses (i) through (iii) of this sentence, Seller shall provide to Purchaser, to the extent permissible based on the advice of Seller’s outside counsel, written summaries of such withheld item files and pharmacy reimbursement rates may be redacted from third party plan information).