Common use of Access and Information Clause in Contracts

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 6.14, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, the Company shall not be required to provide to the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Access and Information. (a) During Subject to Section 5.13(a), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 7.1 or the Closing (the “Interim Period”), subject to Section 6.14, the Company MICT shall give, and shall cause its Representatives to give, the Purchaser Intermediate and its their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyMICT or its Subsidiaries, as the Purchaser Intermediate or its Representatives may reasonably request regarding the Company MICT, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s its Representatives to reasonably cooperate with the Purchaser Intermediate and its Representatives in their investigation; provided, however, that the Purchaser Intermediate and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoingMICT, the Company shall not be required to provide to the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisSubsidiaries.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing Date (the “Interim Period”), subject to Section 6.145.9, each of the Company Target Companies shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), ) of the Target Companies or pertaining to the Company, their Affiliates as the Purchaser or its Representatives may reasonably request regarding the Company Target Companies or their Affiliates and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet sheets and income statementstatements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority pursuant to the requirements of applicable securities LawsAuthority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) in each case, if the financial statements or other documents already exist) and cause each of the Company’s Representatives of the Target Companies to reasonably cooperate with the Purchaser and its Representatives in their investigation, and, except as provided in Section 5.9, the Target Companies or their Affiliates are not required to produce new reports or information that otherwise are not already in existence; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies, Purchaser, Merger Sub or their Affiliates; provided, further, that (i) such access may be limited to the extent any of the Target Companies, Purchaser, Merger Sub or their Affiliates reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies, Purchaser, Merger Sub or their Affiliates and (ii) nothing in this Agreement shall be deemed to provide Purchaser and its Representatives with the right to have access to any of the offices or information of any of the equityholders of any of the Target Companies, that is not otherwise related to any Target Company or the transactions contemplated by this Agreement or any Ancillary Document. Purchaser hereby agrees that, during the Interim Period, (x) it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company or (y) conduct or perform any invasive or subsurface investigations of the properties or facilities of any Target Company or its Affiliates, in each case, without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to the Purchaser or any of its Representatives any information (i) if and that is prohibited from being disclosed pursuant to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in terms of a breach of any Contract between the Company and confidentiality agreement with a third party, (Cii) the disclosure of which would violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy applicable Law or (Diii) jeopardize protections afforded to the Company under the disclosure of which would constitute a waiver of attorney-client privilege or the client, attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such other legal privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.. 45

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 9.1 or the Closing (the “Interim Period”), subject to Section 6.14, the Company shall give, and shall cause its Representatives to give, the Purchaser SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser SPAC or its Representatives may reasonably request regarding the Company and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule Schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause the Company’s Representatives to reasonably cooperate with the SPAC and its Representatives in their investigation; provided, however, that the SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. During the Interim Period, subject to Section 6.14, the SPAC shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the SPAC, as the Company or its Representatives may reasonably request regarding the SPAC, its respective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, Schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the CompanySPAC’s Representatives to reasonably cooperate with the Purchaser Company and its Representatives in their investigation; provided, however, that the Purchaser Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, the Company shall not be required to provide to the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisSPAC.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement in accordance with Section 8.1 7.1, or (ii) the Closing (the “Interim Period”), subject to Section 6.145.14 and the Confidentiality Agreement, each of the Company and Merger Sub shall give, and shall cause its their respective Representatives to givegive (subject, in each instance to (x) compliance with applicable Law, (y) the Purchaser Company’s desire to maintain attorney-client privilege or other similar rights at its reasonable discretion, and (z) the consent of or other conditions required by a Contract counterparty or service provider), OceanTech and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, the books and recordsrecords of the Company, and all other reasonable financial and operating data and other information (including Tax Returnsinformation, internal working papersof, client files, client Contracts and director service agreements), of or pertaining to to, the Company, Target Companies as the Purchaser OceanTech or its Representatives may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of the Company and Merger Sub to reasonably cooperate with the Purchaser OceanTech and its Representatives in their such investigation; provided, however, that the Purchaser OceanTech and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of the Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. OceanTech hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other business relation of any Target Company regarding any Target Company, the business or the Transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to the Purchaser or any of its Representatives any information (i) if and that is prohibited from being disclosed pursuant to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in terms of a breach of any Contract between the Company and confidentiality agreement with a third party, (Cii) the disclosure of which would violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy applicable Law or (Diii) jeopardize protections afforded to the Company under the disclosure of which would constitute a waiver of attorney-client privilege or the client, attorney work product doctrine (provided or other legal privilege; provided, that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i), (ii) or (iiiii), provide prompt written notice the Company will inform OceanTech of the withholding same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by OceanTech in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or information on be deemed to modify any such basisrepresentation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to OceanTech hereunder.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 7.1 or the Closing (the “Interim Period”), subject to Section 6.145.15, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all appropriate employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its businessesrespective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, Company and the Company shall not be required to provide information it reasonably determines that it cannot provide as a matter of Law, Contract, or protection of attorney-client or similar privilege. No information or knowledge obtained by the Purchaser in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basishereunder.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 11.1 or the Share Acquisition Closing (the “Interim Period”), subject to Section 6.148.16, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyTarget Companies or Holdings, as the Purchaser or its Representatives may reasonably request regarding the Company Target Companies or Holdings and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigationaspects; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Holdings and shall be conducted in compliance with all measures implemented by Governmental Authorities with respect to COVID-19. Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to the Purchaser or any of its Representatives any information (i) if and that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in terms of a breach of any Contract between the Company and written confidentiality agreement with a third party, (Cii) the disclosure of which would violate any legally-binding obligation Law, (iii) the disclosure of which would jeopardize the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the protection of attorney-client privilege or the client, attorney work product doctrine or other legal privilege or (provided that, in case iv) that is related to the negotiation and execution of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided Transactions (or otherwise convey such information regarding any transactions that are or were alternatives to the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or LawsTransactions), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 11.1 or the Merger Closing (the “Interim Period”), subject to Section 6.148.16, each of the Company and Pubco shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyTarget Companies or Pubco, as the Purchaser or its Representatives may reasonably request regarding the Company Target Companies or Pubco and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist)) , and cause each of the Company’s Representatives of the Company and Pubco to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Pubco. Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to the Purchaser or any of its Representatives any information (i) if and that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in terms of a breach of any Contract between the Company and written confidentiality agreement with a third party, (Cii) the disclosure of which would violate any legally-binding obligation of the Company with respect to confidentialityLaw, non-disclosure or privacy or (Diii) jeopardize protections afforded to the Company under the disclosure of which would constitute a waiver of attorney-client privilege or the client, attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such other legal privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 7.1 or the Closing (the “Interim Period”), subject to Section 6.145.15, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all appropriate employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its businessesrespective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, Company and the Company shall not be required to provide information it reasonably determines that it cannot provide as a matter of Law, Contract, or protection of attorney-client or similar privilege. No information or knowledge obtained by the Purchaser in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basishereunder.

Access and Information. (a) During From and after the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 6.14Signing Date, the Company will give the Buyer and its Representatives reasonable access during normal business hours to the Books and Records and Assets and Properties of the Company and will furnish such information and documents in its possession relating to the Company as the Buyer may reasonably request, including arranging for in person or phone call meetings among the Buyer and material client/customer relationships, provided however, that (i) such access and visits shall givebe scheduled through a representative designated by the Company and shall not unreasonably interfere with the conduct of the Business; (ii) the Company shall have the right to have a representative present for any communication with the Company’s clients or customers (iii) the Buyer shall, and shall cause its Representatives to, observe and comply with all health, safety, and security requirements of the Company, and (iv) neither the Buyer nor any of its Affiliates or Representatives, shall conduct any environmental site assessment, compliance evaluation, or any other such investigation with respect to giveany of the Assets and Properties of the Company without the prior written consent of the Company (which may be provided or withheld in the Company’s sole discretion) and without ongoing consultation with Company with respect to any such activity. All such information and documents obtained by the Buyer shall be subject to the terms and conditions of that certain letter agreement, dated August 11, 2017, by and between the Buyer and Petsky Xxxxxxx LLC, as authorized representative of the Company (the “Confidentiality Agreement”). Notwithstanding anything to the contrary set forth in this Agreement, the Purchaser Buyer shall have no right of access to, and its Representativesthe Beneficial Owners and Company shall have no obligation to provide to the Buyer, at reasonable times during normal business hours information relating to (a) bids received from others in connection with the Contemplated Transactions and upon reasonable intervals information and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information analysis (including Tax Returnsfinancial analysis) relating to such bids; (b) any information, internal working papers, client files, client Contracts and director service agreements), the disclosure of or pertaining which could jeopardize any legal privilege available to the Company, as the Purchaser Beneficial Owners or its Representatives may reasonably request regarding any Affiliate of the Company and its businessesor the Beneficial Owners relating to such information or which would cause the Company, assetsthe Beneficial Owners or any Affiliate of the Company or the Beneficial Owners to breach a confidentiality obligation contained in a binding Contract; (c) personnel records of the Company relating to individual performance or evaluation records, Liabilitiesmedical histories or other information, financial conditionthe disclosure of which would, prospectsin the Company’s good faith opinion, operationsviolate applicable Law; or (d) any other information, management, employees and other aspects (including unaudited quarterly financial statements, including the disclosure of which would result in a consolidated quarterly balance sheet and income statement, a copy violation of each material report, schedule and other document filed with or received by a Governmental Authority pursuant applicable Law. Notwithstanding anything to the requirements of applicable securities Lawscontrary contained herein, and independent public accountants’ work papers (subject to without the prior written consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives , which may be withheld for any reason, the Buyer shall have no right to reasonably cooperate with perform invasive or subsurface investigations of any of the Purchaser Assets and its Representatives in their investigationProperties or the Facilities of the Company (i.e. investigations involving boring or drilling upon land, soil testing or water or groundwater testing, or activities of a similar nature); provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, the Company shall not be required to provide to the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in each case of each of clauses (Ab), (c) through and (Dd), the Company shall use be required to notify the Buyer that it is withholding documents or information because of such legal privilege, protection, Law or Contract and provide documents and information (or the contents thereof) to the extent practicable without waiving such privilege or protection, and shall cooperate in all reasonable efforts respects with the Buyer in any arrangement designed to (x) provide the Buyer with such access or information. Except as can provided in this Section 5.2, this Section 5.2 shall not in any way be provided (deemed to provide the Buyer with authority or otherwise convey such information permission to contact any customers, suppliers, and other third parties related to the Business regarding the applicable matter as can be conveyed) Business without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice consent of the withholding of access or information on any such basisBeneficial Owner Representative.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 10.1 or the Closing (the “Interim Period”), subject to Section 6.148.14, the Company shall give, and shall cause its Representatives to give, the Purchaser and its RepresentativesCatcha, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyTarget Companies, as the Purchaser or its Representatives Catcha may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and Catcha in its Representatives in their investigation; provided, however, that the Purchaser and its Representatives Catcha shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the CompanyTarget Companies. Notwithstanding the foregoing, the Company shall not be required to provide No information or knowledge obtained by Catcha in any investigation conducted pursuant to the Purchaser access contemplated by this Section 8.1 shall affect or be deemed to modify any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation representation or warranty of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, set forth in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (this Agreement or otherwise convey such information regarding impair the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws rights and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisremedies available to Catcha hereunder.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 ‎7.1 or the Closing (the “Interim Period”), subject to Section 6.14‎5.15, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, the Company shall not be required may restrict or otherwise prohibit access to provide to the Purchaser any documents or any of its Representatives any information (i) if and to the extent doing so would that the Company’s outside legal counsel advises it that (Aa) violate any Laws to which applicable Law requires the Company is subjectto restrict or otherwise prohibit access to such documents or information; (b) access to such documents would be in violation of the HSR Act, Sxxxxxx Act, or any applicable non-U.S. antitrust or competition laws; (Bc) result in access to such documents or information would give rise to a breach material risk of waiving any Contract attorney-client privilege, work product doctrine or other similar privilege applicable to such documents or information; or (d) such documents or information are reasonably pertinent to any adverse legal proceeding between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Companyits Affiliates, on the one hand, and the Purchaser or any and its RepresentativesAffiliates, on the other hand, are adverse parties . Nothing in a litigation and such information is reasonably pertinent thereto; provided that this Section ‎5.1 will be construed to require the Company shallor any of its Representatives to prepare any reports, in the case of clause (i) or (ii)statements, provide prompt written notice of the withholding of access or information on any such basisanalyses.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing Date (the “Interim Period”), subject to Section 6.145.10, each of the Company Target Companies shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance written notice, reasonable access to all offices and other facilities and to all employees, material properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), ) of or pertaining to the Company, Target Companies as the Purchaser or its Representatives may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet sheets and income statementstatements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority pursuant to the requirements of applicable securities LawsAuthority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) in each case, if the financial statements or other documents already exist) and cause each of the Company’s Representatives of the Target Companies to reasonably cooperate with the Purchaser and its Representatives in their investigation, and, except as provided in Section 5.10, the Target Companies are not required to produce new reports or information that otherwise are not already in existence; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies ; provided, further, that nothing in this Agreement shall be deemed to provide Purchaser and its Representatives with the right to have access to any of the offices or information of any of the equityholders of any of the Target Companies, that is not otherwise related to any Target Company or the transactions contemplated by this Agreement or any Ancillary Document. Purchaser hereby agrees that, during the Interim Period, (x) it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company or (y) conduct or perform any invasive or subsurface investigations of the properties or facilities of any Target Company, in each case, without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to the Purchaser or any of its Representatives any information (i) if and the disclosure of which would violate any applicable Law, (ii) that is prohibited from being disclosed pursuant to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in terms of a breach of any Contract between the Company and confidentiality agreement with a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (Diii) jeopardize protections afforded to the Company under the disclosure of which would constitute a waiver of attorney-client privilege or the client, attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such other legal privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 7.1 or the Closing Second Effective Time (the “Interim Period”), subject to Section 6.145.15, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, the Contracts, agreements, commitments, books and records, financial and operating data and other reasonable information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyTarget Companies, as the Purchaser or its Representatives may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoingTarget Companies; provided, further, that the Company shall not be required to provide give, or cause its Representatives to give, any documents or other information to the Purchaser extent that the Company has been advised by legal counsel that the giving of such document or any of its Representatives any other information would (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach its obligations of confidentiality under applicable Law or any Contract between (it being acknowledged and agreed that the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall use commercially reasonable efforts to (xallow such documents or other information to be given pursuant to this Section 5.1(a) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating that would not result in such privilege, doctrine, Contract, obligation or Laws), violation) or (ii) if the Company, on the one hand, and the Purchaser jeopardize any attorney-client work product or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) similar privilege or (ii), provide prompt written notice of the withholding of access or information on any such basisprotection.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 6.147.14, the Company BGHL shall give, and shall cause its Representatives to give, the Purchaser and its RepresentativesPerception, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyTarget Companies, as the Purchaser or its Representatives Perception may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the CompanyBGHL’s Representatives to reasonably cooperate with the Purchaser and Perception in its Representatives in their investigation; provided, however, that the Purchaser and its Representatives Perception shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the CompanyTarget Companies. Notwithstanding the foregoing, the Company shall not be required to provide No information or knowledge obtained by Perception in any investigation conducted pursuant to the Purchaser access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result BGHL set forth in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (this Agreement or otherwise convey such information regarding impair the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws rights and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisremedies available to Perception.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 9.1 or the Closing (the “Interim Period”), subject to Section 6.146.16, the Company shall give, and shall cause its Representatives to give, the Purchaser SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser SPAC or its Representatives may reasonably request regarding the Company and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule Schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause the Company’s Representatives to reasonably cooperate with the SPAC and its Representatives in their investigation; provided, however, that the SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. During the Interim Period, subject to Section 6.16, the SPAC shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the SPAC, as the Company or its Representatives may reasonably request regarding the SPAC, its respective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, Schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the CompanySPAC’s Representatives to reasonably cooperate with the Purchaser Company and its Representatives in their investigation; provided, however, that the Purchaser Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, the Company shall not be required to provide to the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisSPAC.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement in accordance with Section 8.1 ‎ 7.1, or (ii) the Closing (the “Interim Period”), subject to Section 6.14the provisions of the Confidentiality Agreement, each of the Company and Merger Sub shall give, and shall cause its respective Representatives to givegive (subject, in each instance, to (x) compliance with applicable Law, (y) the Purchaser Company’s desire to, insofar as legally applicable in the opinion of counsel, maintain attorney-client privilege at its sole discretion, and (z) the consent of, or other conditions required by, a Contract counterparty; provided that in the event that Company or Merger Sub does not provide access or information in reliance on sub-clauses (x), (y) or (z), it shall use its reasonable efforts to communicate the applicable information to Moringa in a way that would not waive such a privilege, or violate applicable Law or Contract), Moringa and its Representatives, at reasonable times times, during normal business hours hours, and upon reasonable intervals and notice, reasonable access to all offices and other facilities facilities, and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, Target Companies as the Purchaser Moringa or its Representatives may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including monthly unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of the Company and Merger Sub to reasonably cooperate with the Purchaser Moringa and its Representatives in their investigation; provided, however, that the Purchaser Moringa and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the CompanyTarget Companies. Notwithstanding During the foregoingInterim Period, the Company shall not be required confer from time to provide to the Purchaser time, as reasonably requested by Moringa, with Moringa or any of its Representatives to discuss any information (i) if and to material changes or developments in the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach operational matters of any Contract between the Company and a third party, (C) violate any legally-binding obligation the general status of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case ongoing operations of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 11.1 or the Merger Closing (the “Interim Period”), subject to Section 6.148.16, each of the Company and Pubco shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyTarget Companies or Pubco, as the Purchaser or its Representatives may reasonably request regarding the Company Target Companies or Pubco and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist)) , and cause each of the Company’s Representatives of the Company and Pubco to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Pubco. Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to the Purchaser or any of its Representatives any information (i) if and that is prohibited from being disclosed pursuant to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in terms of a breach of any Contract between the Company and written confidentiality agreement with a third party, (Cii) the disclosure of which would violate any legally-binding obligation of the Company with respect to confidentialityLaw, non-disclosure or privacy or (Diii) jeopardize protections afforded to the Company under the disclosure of which would constitute a waiver of attorney-client privilege or the client, attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such other legal privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 6.14, the The Company shall give, and shall cause direct its Representatives to give, the Purchaser Parent and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyTarget Companies (solely to the extent in the possession of the Target Companies), as the Purchaser Parent or its Representatives may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause instruct each of the Company’s Representatives to reasonably cooperate with the Purchaser Parent and its Representatives in their investigation; provided, however, that the Purchaser Parent and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoingTarget Companies; provided, however, the Company and its Representatives shall not be required to provide to the Purchaser or any of its Representatives any information the foregoing (i) if and with respect to any information that is subject to attorney-client privilege to the extent doing so would (A) violate any Laws reasonably be expected to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect cause such privilege to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws)waived, or (ii) if the CompanyCompany reasonably determines in good faith, on after consulting with outside counsel, that such cooperation or access is prohibited by the one hand, and the Purchaser HSR Act or any its Representativesother federal, on state or local applicable Laws. All such access and information obtained as a result of such access shall be subject to the other hand, are adverse parties in a litigation terms and such information is reasonably pertinent thereto; provided that the Company shall, in the case conditions of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisSection 6.14.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 7.1 or the Closing (the “Interim Period”), subject to Section 6.144.15, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its businessesbusiness, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (in each case, subject to the consent Consent or any other conditions required by such a Governmental Authority or the applicable accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that (i) the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, ; and (ii) nothing herein shall require the Company shall not be required to provide to give, or entitle the Purchaser or any of its Representatives any information (i) if and Representative to the extent doing so would (A) violate any Laws to which the Company is subjectreceive, (B) result in a breach of any Contract between the Company and a third partyclient-specific data, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure files or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisContracts.

Access and Information. (a) During the period from the date of this Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 10.1 or the Closing (the “Interim Period”), subject to Section 6.147.13, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing; and provided further, the Company shall not be required to provide provide, or cause to the be provided to, Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws Law to which the Company is subject, (B) result in a the disclosure of any trade secrets of third parties in breach of any Contract between the Company and a with such third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, that in each case of each of clauses (A) through (D), the Company shall use reasonable efforts cooperate with Purchaser to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide effect disclosure of such information in a manner without violating which does not result in such privilegea breach, doctrine, Contract, obligation violation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisjeopardization.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 6.14, the Company shall give, and shall cause its Representatives to give, give the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, the Company shall not be required to provide to the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws Law to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or LawsLaw), or (ii) if the Company, on the one hand, and the any Purchaser Party or any its of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. Notwithstanding the foregoing or anything contained in this Agreement, the Parties acknowledge that certain information of or maintained by the Company is subject to governmental secrecy or confidentiality provisions and may not be disclosed or shared without prior approval of the applicable Governmental Authority or other applicable Person.

Access and Information. (a) During the period from the date of this Agreement Signing Date and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 9.1 or the Closing (the “Interim Period”), subject to Section 6.147.14, the Company BGHL shall give, and shall cause its Representatives to give, the Purchaser and its RepresentativesPerception, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyTarget Companies, as the Purchaser or its Representatives Perception may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the CompanyBGHL’s Representatives to reasonably cooperate with the Purchaser and Perception in its Representatives in their investigation; provided, however, that the Purchaser and its Representatives Perception shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the CompanyTarget Companies. Notwithstanding the foregoing, the Company shall not be required to provide No information or knowledge obtained by Perception in any investigation conducted pursuant to the Purchaser access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result BGHL set forth in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (this Agreement or otherwise convey such information regarding impair the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws rights and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisremedies available to Perception.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 9.1 or the Closing (the “Interim Period”), subject to Section 6.14, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representativesauthorized Representatives (which access will be under the supervision of the Purchaser’s personnel), at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the CompanyTarget Companies, as the Purchaser or its Representatives may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and use commercially reasonable efforts to cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the CompanyTarget Companies. Notwithstanding the foregoing, the Company shall not be required to provide anything herein to the contrary, Purchaser or any and its authorized Representatives shall not, without the prior written consent of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that make inquiries of Persons having business relationships with the Company shall(including suppliers, in customers and vendors) regarding the case of clause (i) Company or (ii), provide prompt written notice of the withholding of access or information on any such basisbusiness relationships.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 6.145.15, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts Returns and director service agreementsContracts), of or pertaining to the CompanyTarget Companies, as the Purchaser or its Representatives may reasonably request regarding the Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoingTarget Companies; and provided further, the Company shall not be required to provide provide, or cause to be provided to, the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws Law to which the any Target Company is subject, (B) result in a the disclosure of any trade secrets of third parties in breach of any Contract between the Company and a with such third party, (C) violate any legally-binding obligation of the any Target Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the any Target Company under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, that in each case of each of clauses (A) through (D), the Target Company shall use reasonable efforts cooperate with the Purchaser to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide effect disclosure of such information in a manner without violating which does not result in such privilegea breach, doctrine, Contract, obligation violation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisjeopardization.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 7.1 or the Closing (the “Interim Period”), subject to Section 6.145.15, the Company shall give, and shall cause its Representatives to give, the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company. Notwithstanding the foregoing, the Company shall not be required may restrict or otherwise prohibit access to provide to the Purchaser any documents or any of its Representatives any information (i) if and to the extent doing so would that the Company’s outside legal counsel advises it that (Aa) violate any Laws to which applicable Law requires the Company is subjectto restrict or otherwise prohibit access to such documents or information; (b) access to such documents would be in violation of the HSR Act, Sxxxxxx Act, or any applicable non-U.S. antitrust or competition laws; (Bc) result in access to such documents or information would give rise to a breach material risk of waiving any Contract attorney-client privilege, work product doctrine or other similar privilege applicable to such documents or information; or (d) such documents or information are reasonably pertinent to any adverse legal proceeding between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Companyits Affiliates, on the one hand, and the Purchaser or any and its RepresentativesAffiliates, on the other hand, are adverse parties . Nothing in a litigation and such information is reasonably pertinent thereto; provided that this Section 5.1 will be construed to require the Company shallor any of its Representatives to prepare any reports, in the case of clause (i) or (ii)statements, provide prompt written notice of the withholding of access or information on any such basisanalyses.