Common use of Access and Information Clause in Contracts

Access and Information. Prior to the Closing, the Parent shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisable, and the Company shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and books and records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to the Business as the Parent shall reasonably request from time to time); provided, however, the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigation.

Access and Information. Prior The Company shall afford the Purchaser and its counsel, accountants and other representatives, reasonable access, during normal business hours, to the Closing, the Parent shall be entitled to make or cause to be made such reasonable investigation all of the Business and the Facility as the Parent deems necessary or advisableproperties, facilities, documents, books, contracts, commitments, and the Company shall cooperate with any such investigation. In furtherance of the foregoingrecords, but not in limitation thereofincluding Tax Returns, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and books and records of the Company during regular business hours and its Subsidiaries and shall furnish to the Purchaser, all such information concerning the affairs of the Company and its Subsidiaries, including financial and operating data (and other information, as the Purchaser may reasonably request including, but not limited to, projectionssuch copies and extracts of pertinent records and data as the Purchaser may reasonably request, forecastsexcept for reports to, business plansdiscussions and considerations by, strategic plans and resolutions of the Board of Directors of the Company concerning or relating to negotiations with any Person for the sale of shares or assets or the merger or consolidation of the Company (other than specific resolutions approving this Agreement and the transactions contemplated hereby). On the Purchaser's request, the Company and its Subsidiaries shall deliver to the Purchaser detailed schedules and workpapers accessible to the Company using reasonable efforts describing the assets and liabilities which comprise the asset and liability categories reflected on any balance sheet of the Company or any Subsidiary. The Company shall afford the Purchaser and its counsel, accountants and other representatives, full and free access, during normal business hours, to all of the books, contracts, commitments, and other records of the Company relating to any transaction between the Company or any Subsidiary and any Shareholder, and shall furnish to the Purchaser all such other information concerning any such transaction between the Company or any Subsidiary and the Shareholder as the Purchaser may reasonably request, including, but not limited to, such copies and extracts of pertinent records and data as the Purchaser may reasonably request. The Purchaser shall be entitled to audit, or engage an independent accountant to audit, any of the Company's books and records or financial statements; provided however, that the Purchaser agrees that any information relating to the Business as Company, any Subsidiary or any Shareholder which is confidential, proprietary or not in the Parent shall reasonably request from time public domain and which is or has been delivered to time); provided, however, or made available to the Purchaser and its representatives by the Company shall or any Subsidiary (i) will be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement treated as confidential, (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time ii) except as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law law, will not be directly or indirectly divulged, disclosed or communicated to any person, firm or corporation other than the Purchaser and its representatives, (iii) will be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company used exclusively pursuant to this Agreement, which and (iv) will be returned to the Company if the transaction contemplated by this Agreement is not consummated. The Company, the Subsidiaries and the Shareholders shall survive cooperate fully with the Purchaser and its independent auditors in connection with any such investigationaudit. The furnishings of any information to the Purchaser and any investigation by the Purchaser shall not affect the Purchaser's right to rely on the representations and warranties made in this Agreement. Notwithstanding any provisions to the contrary contained in this Agreement, the Company and Purchaser shall mutually and reasonably agree upon the time and manner of any inspection contemplated by SECTIONS 4.2 and 4.3 of this Agreement.

Access and Information. Prior to For the Closingsix months following the Closing Date, the Parent Seller shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisableprovide, and the Company shall cooperate with any such investigation. In furtherance of the foregoingcause Seller Affiliates to provide, but not in limitation thereof, the Company shall permit the to Parent and its agents officers, employees, accountants, counsel and representatives to have reasonable other representatives, and continued access to all applicable premises and books and records of the Company during regular business hours Parent shall provide, and shall furnish such financial cause Parent Affiliates to provide, to Seller and operating data (includingits officers, but not limited toemployees, projectionsaccountants, forecasts, business plans, strategic plans counsel and other data relating representatives, upon reasonable request (subject to the Business as the Parent shall any limitations that are reasonably request from time required to time)preserve any applicable attorney-client privilege, privacy or legal or contractual third party confidentiality obligation; provided, however, that in the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure event that access is limited or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained restricted pursuant to this Section 4.9 parenthetical, Seller and Seller Affiliates, or Parent and Parent Affiliates, respectively, shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not jeopardize any attorney-client privilege or legal or contractual third party confidentiality obligation), reasonable access for any purpose unrelated inspection and copying of information existing as of the Closing Date, in each case, solely to the consummation extent solely relating to the Business, the Transferred Assets, the Assumed Liabilities or the Rehired Employees and shall otherwise use commercially reasonable efforts to reasonably assist and cooperate with Parent, in each case, in Parent’s, or Seller, in each case, in Seller’s, respectively, preparation of historical or pro forma financial statements related to the Business for purposes of complying, or preparing to comply, with any rules or regulations of the transactions Securities and Exchange Commission, including all such historical depreciation and amortization expenses of the Business as may be required by the Securities and Exchange Commission as part of such historical or pro forma financial statements. The access to files, books and records contemplated by this Agreement and, if Section 7.8 shall be during normal business hours and upon reasonable prior notice and shall be subject to such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time reasonable limitations as such information Seller or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, respectively, may impose to preserve the Parent shall cause all confidentiality of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationinformation contained therein.

Access and Information. (a) Prior to the Closing, the Parent shall be entitled Seller shall, consistent with, and subject to, applicable Law, afford to make or cause Buyer and its officers, employees, accountants, consultants, legal counsel and other representatives reasonable access during normal business hours, subject to be made such reasonable investigation advance notice, to all of the Business Seller’s and the Facility Acquired Subsidiaries’ respective properties, contracts, agreements, books, records and personnel as the Parent deems necessary or advisable, Buyer may reasonably request and the Company shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and books and records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating solely as related to the Business as to facilitate the Parent shall reasonably request from time to time); provided, however, the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation completion of the transactions contemplated by this Agreement andAgreement, if such transactions are not consummatedprovided, they will hold all information and documents obtained that (i) neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 4.9 8.3; (ii) other than any personnel files of Transferred Employees, Seller shall not make available any personnel files of Employees and any other current or former employees of Seller and its Affiliates who have provided services to the Business. The Seller shall, and shall cause the Acquired Subsidiaries and its and their respective employees, officers and other representatives to, reasonably cooperate with Buyer and its officers, employees, accountants, consultants, legal counsel and other representatives in confidence unless and until the conduct of any such time as such information investigation or documents otherwise become publicly available review of the Seller, the Acquired Subsidiaries, the Business, the Purchased Assets or unless it is advised by counsel the Assumed Liabilities. Buyer agrees that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents investigation undertaken pursuant to the Stockholder Representative access granted under Section 8.3 shall be conducted in order such a manner as not to permit unreasonably interfere with the Stockholder Representative to seek judicial protection operation of the Business, and, from and against a contemplated disclosure)the date hereof until the Closing, none of Buyer or any of its Affiliates or representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that this Agreement is terminated, the Parent will deliver Notwithstanding anything to the Company all documents so obtained by it and contrary in this Agreement, neither Seller nor any copies thereof in the possession of the Parent its Affiliates shall be required to provide access to or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company disclose information pursuant to this AgreementSection 8.3 where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws or confidentiality undertakings to which shall survive Seller or any such investigationof its Affiliates may be subject.

Access and Information. Prior The Selling Parties shall afford to the ClosingPurchaser and to the Purchaser’s accountants, counsel and other representatives reasonable access, during normal business hours and upon reasonable advance notice to the Parent shall be entitled Owners, throughout the period prior to make or cause the Closing to be made such reasonable investigation all of the Business Company’s properties, books, contracts, commitments, records and the Facility as the Parent deems necessary or advisablepersonnel, and the Company shall cooperate with any and, during such investigation. In furtherance of the foregoing, but not in limitation thereofperiod, the Company shall permit furnish promptly to the Parent Purchaser (i) the Company’s internal monthly financial statements when and as available and (ii) all other information concerning its agents business, properties, and personnel as the Purchaser or its representatives may reasonably request. Notwithstanding anything to have reasonable and continued access to all applicable premises and books and records of the contrary in this Agreement, neither the Owners nor the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to the Business as the Parent shall reasonably request from time to time); provided, however, the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose any information to the Parent Purchaser if such disclosure would, in the type of information not being so provided). Prior Owners’ reasonable discretion: (x) cause significant competitive harm to the Effective TimeOwners, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of Company and their respective businesses if the transactions contemplated by this Agreement and, if such transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable law, they will hold all fiduciary duty or binding confidentiality or non-disclosure agreement entered into prior to the date of this Agreement; provided, however, that the omission of such disclosure in the Company Disclosure Document as an exception to any representation or warranty contained herein shall be so noted in the Company Disclosure Document. Prior to the Closing, without the prior written consent of the Owners, the Purchaser shall not contact any suppliers to, or customers of, the Company and the Purchaser shall have no right to perform invasive or subsurface investigations of the Company’s real property; provided, however, that the Owners do hereby consent to the contact and investigations described in Exhibit J hereto. The Owners shall, and shall cause their representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information and documents obtained provided pursuant to this Section 4.9 6.2. The Purchaser and its representatives shall assert their rights hereunder in confidence unless and until such time manner as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and minimize interference with the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession business of the Parent or its agents and representatives orCompany, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof refrain from giving instructions or issuing demands to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties personnel of the Company pursuant as to this Agreement, which shall survive any such investigationthe operation of the Company during the period prior to the Closing.

Access and Information. (a) Prior to the Closing, the Parent Company shall be entitled permit, shall cause the Managed Companies to permit, and shall exercise the voting, governance and contractual powers available to it to cause the Non- Managed Companies to permit, Purchaser, its Affiliates and their respective employees, counsel, accountants and other representatives after the date of execution of this Agreement to (i) have reasonable access, during regular business hours, to the assets, employees, properties, Books and Records, businesses and operations relating to the Company and the Covered Companies as Purchaser may reasonably request, (ii) to inspect and make copies of Books and Records and all other documents and information, from time to time, reasonably requested by Purchaser, its Affiliates and their respective employees, counsel, accountants and other representatives, including financial, tax and operating documents and information and (iii) without limiting the foregoing, to meet with designated employees and representatives. Notwithstanding the foregoing, neither Purchaser, nor any of its Affiliates or cause representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to be made such reasonable investigation the Company or any of the Business Managed Companies without prior consultation with the Company or such Managed Company and, with respect to any other Covered Company, without prior approval from such Covered Company, and, in each case, without ongoing consultation with the Company with respect to any such activity. The Company shall, shall cause the Managed Companies to, and shall exercise the Facility voting, governance and contractual powers available to it to cause the Non- Managed Companies to, provide Purchaser, its Affiliates and their respective employees, counsel, accountants and other representatives access to all real property as the Parent is reasonably necessary to conduct any assessments, evaluations or investigation as Purchaser deems necessary or advisable, including a Phase I environmental site assessment, though under no circumstances shall any subsurface investigation or testing of any environmental media be conducted. The Company shall, shall cause the Managed Companies to, and shall exercise the Company shall cooperate voting, governance and contractual powers available to it to cause the Non- Managed Companies to, furnish to Purchaser promptly upon its reasonable request (a) all additional documents and information with any such investigation. In furtherance of respect to the foregoing, but not in limitation thereof, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and books and records affairs of the Company during regular business hours and shall furnish such financial the Covered Companies and operating data (includingb) access, but not limited toas Purchaser, projectionsits Affiliates or their respective employees, forecastsaccountants, business plans, strategic plans counsel and other data relating to the Business as the Parent shall reasonably request representatives may from time to time); providedtime reasonably request, however, the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective TimeCompany's, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent Covered Companies' and the Acquirer their respective Affiliates' employees, accountants, counsel and other representatives, and shall give reasonable advance notice of any intended disclosure of instruct such information or documents employees, accountants, counsel and other representatives to the Stockholder Representative in order cooperate with Purchaser, its employees, counsel, accountants and other representatives, and to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of provide such documents and all of such copies to be destroyed information as Purchaser, its Affiliates and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations their respective employees, counsel, accountants and warranties of the Company pursuant to this Agreement, which shall survive any such investigationother representatives may reasonably request.

Access and Information. Prior Subject to the restrictions set forth in Paragraph 14.6 and provided that Buyer has complied with each and every provision thereof, Seller shall afford Buyer, any prospective lender of Buyer, and the counsel, accountants and other representatives of Buyer and any such lender, reasonable access, throughout the period from the date hereof to the Closing, to the Parent shall be entitled to make or cause to be made such reasonable investigation Transferred Assets and the employees, personnel and medical staff of the Business Hospital Businesses and all the Facility as the Parent deems necessary or advisableproperties, and the Company shall cooperate with any such investigation. In furtherance of the foregoingbooks, but not in limitation thereofcontracts, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and books commitments, cost reports and records of the Company Hospital Businesses (regardless of where such information may be located), including, without limitation, the right to conduct an Environmental Survey (as such term is defined in Paragraph 8.2). Until the first anniversary of the Closing Date, under no circumstances shall Buyer directly or indirectly solicit the employment of any employees of Seller based at any of the Hospitals, except as Hired Employees pursuant to the terms hereof or except as may be permitted with the prior written consent of a responsible officer of Seller. Such access shall be afforded after no less than 24 hours prior notice, during regular normal business hours and shall furnish only in such financial and operating data (including, but manner so as not limited to, projections, forecasts, business plans, strategic plans and other data relating to disturb patient care or to interfere with the Business as normal operations of the Parent shall reasonably request from time to time)Hospital Businesses; provided, however, that notwithstanding the Company shall be under no obligation to deliver foregoing and subject to the Parent provisions concerning nondisclosure as set forth in Paragraph 14.6, without first obtaining the consent of Donaxx X. Xxxxxx, xxither Buyer, any prospective lender of Buyer, nor their respective counsel, accountants and other representative, shall tour or visit the Hospital Businesses or contact any of the employees, personnel or medical staff of the Hospital Businesses and any such tour, visit or contact during the Inspection Period shall take place only during a period of time, not to exceed ten days, to be mutually agreed upon by Buyer and Seller. Seller also shall furnish to Buyer all such information concerning the affairs of the Hospital Businesses as is in the possession or control of Seller and as Buyer may reasonably request, including the right to have copies and/or extracts of pertinent records, documents and contracts. In addition, Seller shall provide such written consents and authorizations as may be necessary for Buyer to have access to materials on file with governmental agencies. Nothing in this Agreement to the contrary shall in any manner restrict the ability of Buyer to discuss the business and affairs of the Hospital Businesses with any governmental agency having jurisdiction over the Hospital and/or this transaction or the fiscal intermediaries administering the Hospitals' Payor programs. Seller's covenants under this Paragraph 6.2 are made with the understanding that Buyer and any other Person provided with access to information under this Paragraph 6.2 shall use all such information in violation of compliance with all Laws. Neither Buyer nor any non-disclosure other Person shall have access to employee records, Patient Records or confidentiality agreement (but shall be required to disclose any other records to the Parent extent that the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information records would be prohibited by any Law, accreditation standards, or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and rule or agreement (express or implied) of confidentiality or violate or breach any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationattorney-client privilege.

Access and Information. (a) Prior to the Closing, the Parent shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisable, and the Company shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereofEffective Time, the Company shall, and shall permit the cause its Subsidiaries to, upon reasonable notice, afford Parent and its agents counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to have reasonable and continued access to all applicable premises and the employees, properties, books and records of the Company during regular business hours and its Subsidiaries; provided, however, that such investigation shall not affect the representations and warranties made by the Company in this Agreement, and provided, further, that the foregoing shall not require the Company to permit any inspection or disclose any information that in the reasonable judgment of the Company, after providing notice to Parent, would result in the disclosure of any trade secrets of third parties in violation of the terms of any agreements between the Company or its Subsidiaries and such third parties. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating information as may be reasonably requested by Parent from time to the Business time and (y) respond to such reasonable inquiries as the may be made by Parent shall reasonably request from time to time); provided, however. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be under no obligation to deliver filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the Parent requirements of federal or state securities Laws, The NASDAQ Global Market or the MGCL. All of the requirements of this Section 5.3 shall be subject to (i) any information in violation prohibitions or limitations of applicable Law, (ii) the terms of any non-disclosure or confidentiality agreement (but shall be required to disclose Contract entered into prior to the Parent date hereof to which the type Company or any of information not being so provided). Prior its Subsidiaries is a party to the Effective Time, neither extent disclosure thereof to Parent would reasonably be expected to violate the Parent nor terms of such Contract (it being agreed that the Acquirer parties shall use any information obtained pursuant their reasonable efforts to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as cause such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed provided in a manner that does not cause such violation or prohibition), (and the Parent and the Acquirer shall give reasonable advance notice of iii) any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to restrictions which the Company all documents so obtained by it and any copies thereof in reasonably believes are necessary to preserve the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties attorney-client privilege of the Company pursuant to this or any of its Subsidiaries, and (iv) the Confidentiality Agreement, which shall survive any such investigation.

Access and Information. Prior Sellers shall afford Buyer, and its counsel, accountants and other representatives of Buyer, reasonable access, unless such access is otherwise restricted pursuant to this Agreement, throughout the period from the Execution Date to the ClosingClosing Date, to the Parent Acquired Assets and the employees, personnel and medical staff associated therewith and all the properties, books, Contracts, commitments, Cost Reports and records respecting the Business and the Acquired Assets (regardless of where such information, may be located) which Seller possesses or to which it has access. Such access shall be entitled afforded to make Buyer during normal business hours and only in such manner so as not to disturb patient care or cause to be interfere in any material respect with the normal operations of the Business. Sellers' covenants under this Section 5.2 are made with the understanding that Buyer shall use all such reasonable investigation information in compliance with all Laws and for the sole purpose of consummating the transactions. The foregoing notwithstanding, Buyer acknowledges and agrees that Buyer's access to the books and records of the Business and the Facility as the Parent deems necessary or advisableAcquired Assets shall not include access to, and the Company Sellers shall cooperate with not have any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and books and records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to the Business as the Parent shall reasonably request from time to time); provided, however, the Company shall be under no obligation to deliver to the Parent Buyer, any information concerning any alleged dispute or any pending litigation, investigation or proceeding involving Sellers or any of their respective Affiliates that is protected by or subject to the attorney-client privilege, or the disclosure of which is restricted by an agreement entered into in violation connection with such dispute, litigation, investigation or proceeding or an order entered by any court; moreover, Buyer shall not have access to any records the disclosure of which, in the opinion of Sellers' legal counsel, would be prohibited by any non-disclosure Law, accreditation standards, or confidentiality rule or agreement (but shall express or implied) of confidentiality, except that Buyer may be granted access to such records to the extent they are appropriately redacted and in conformity with such other reasonable procedures as may be required to disclose conform to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information requirements of Law, accreditation standards or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice rule or agreement of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationconfidentiality.

Access and Information. Prior to Until the Closing, the Company shall afford to Parent shall be entitled to make or cause to be made and its representatives (including accountants and counsel) reasonable access, in each case, only at such reasonable investigation locations and in accordance with such procedures (including prior notice requirements, the time and duration of the Business access and the Facility manner in which access and discussions may be held) as the are mutually agreed to between Parent deems necessary or advisable, and the Company shall cooperate with any prior to such investigation. In furtherance access, to all properties, books, records, and Tax Returns of the foregoingCompany and each of its Subsidiaries and all other information with respect to their respective businesses, but not in limitation thereoftogether with the opportunity, at the sole cost and expense of Parent, to make copies of such books, records and other documents and to discuss the business of the Company and each of its Subsidiaries with such directors, officers and counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company and each of its Subsidiaries. Notwithstanding the foregoing provisions of this Section 4.4, the Company shall permit not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent or any of Parent’s representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by an existing Contract or agreement unless Parent and its agents and representatives Company mutually agree to enter into a common-interest privilege agreement to protect such privilege. Notwithstanding the foregoing, Parent shall not have reasonable and continued access to all applicable premises and books and personnel records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that could subject the Business as the Company or any of its Subsidiaries to risk of liability. In addition, Parent shall reasonably request from time to time); provided, however, not contact any personnel of the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of its Subsidiaries regarding the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all without the express prior written consent of the President of the Company. All information and documents obtained provided pursuant to this Section 4.9 Agreement shall remain subject in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents all respects to the Stockholder Representative in order to permit Confidentiality Agreement until the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationEffective Time.

Access and Information. Prior Upon reasonable prior notice and subject to Applicable Law, the Company shall, and shall cause the Company Subsidiaries to, afford to Parent and its financial advisors, legal counsel, financing sources, accountant or other advisor, agent or authorized representative (collectively, "Representatives") reasonable access during normal business hours and without undue disruption of normal business activity throughout the period prior to the ClosingEffective Time to all of its books, the Parent records, properties, premises, personnel and advisors during such period and shall be entitled to make or furnish, and shall cause to be made such reasonable investigation furnished, as promptly as reasonably practicable to Parent, (a) a copy of each report, schedule and other document filed or received by the Company or any Company Subsidiary pursuant to the requirements of the Business federal securities laws or a Governmental Entity, except, with respect to examination reports, as is restricted by Applicable Law, and (b) all other information as Parent reasonably may request; provided that the Facility as the Parent deems necessary or advisable, Company and the Company Subsidiaries shall cooperate not be obligated to disclose (A) any competitively sensitive information or (B) any information that, in the reasonable judgment of outside counsel to the Company, would result in the loss of attorney-client privilege with respect to such information. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, upon obtaining knowledge of (i) any notice or other communication received by such investigationparty from any Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any person alleging that the consent of such person is or may be required in connection with the Merger or the transactions contemplated hereby, (ii) any suits, actions, proceedings or investigations commenced or, to such party's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby, and (iii) any event, occurrence, fact, condition, change, development or effect known to it that (a) in the case of the Company, individually or taken together with all other events, occurrences, facts, conditions, changes, developments or effects known to it, has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (b) would cause or constitute, or would reasonably be expected to cause or constitute, a breach in any material respect of any of such person's representations, warranties, covenants or agreements contained herein. In furtherance of Notwithstanding the foregoing, but not in limitation thereof, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and books and records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to the Business as the Parent shall reasonably request from time to time); provided, however, the Company shall be under no obligation to deliver to the Parent neither any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained investigation pursuant to this Section 4.9 for 8.1 nor the delivery of any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained notice pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer 8.1 shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify limit or otherwise affect any representations and warranties remedies available to Parent or the Company, as applicable, or prevent or cure any misrepresentations, breach of warranty or breach of covenant or the conditions to the obligations of the Company pursuant to parties under this Agreement. Each party shall continue to abide by the terms of the confidentiality agreement between Sun Capital Partners Group IV, which shall survive any such investigationInc. and the Company, dated March 30, 2007 (the "Confidentiality Agreement").

Access and Information. Prior to the Closing, the Parent Purchaser shall be entitled to make or cause to be made such reasonable investigation of the Business Companies, and the Facility financial and legal condition thereof, as the Parent Purchaser deems necessary or advisable, and the Company and the Counsel Entities shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall (a) permit the Parent Purchaser and its agents and representatives or cause them to be permitted to have reasonable full and continued complete access to all applicable premises the premises, operating systems, computer systems (hardware and software) and books and records of the Company Companies upon reasonable notice during regular business hours and shall hours, (b) furnish or cause to be furnished to the Purchaser such financial and operating data (including, but not limited todata, projections, forecasts, business plans, strategic plans and other data relating to the Business Companies and the Businesses as the Parent Purchaser shall reasonably request from time to time); provided, however, time and (c) cause the Company shall be under no obligation Accountants to deliver furnish to the Parent Purchaser and its accountants access to all work papers relating to any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent periods covered by the type of information not being so provided)Financial Statements. Prior to the Effective TimeClosing, neither the Parent nor the Acquirer Purchaser shall not use any information obtained pursuant provided to this Section 4.9 it in confidence for any purpose unrelated to the consummation of Transaction Agreements. The Counsel Entities and the transactions contemplated by this Agreement and, if such transactions are Company shall not consummated, they will hold all use any information and documents obtained pursuant provided to this Section 4.9 them in confidence unless and until such time as such information or documents otherwise become by the Purchaser for any purposes unrelated to the Transaction Agreements. Except with respect to publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative documents, in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, (a) the Parent Purchaser will deliver to the Company all documents so obtained by it from the Companies or the Counsel Entities in confidence and any copies thereof in the possession of the Parent Purchaser or its agents and representatives or, at the option of the ParentPurchaser, the Parent Purchaser shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the CompanyCompany and the Counsel Entities and (b) the Counsel Entities and the Company will deliver to the Purchaser all documents obtained by them from the Purchaser in confidence and any copies thereof in the possession of the Company and/or either of the Counsel Entities or their agents and representatives or, at the option of the Company and the Counsel Entities, the Company and the Counsel Entities shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Purchaser. No investigation by the Parent or the Acquirer Purchaser heretofore or hereafter made shall modify or otherwise affect (a) any representations and warranties of the Company or the Counsel Entities made pursuant to this Agreement, which shall survive any such investigation, or (b) the conditions to the obligation of the Purchaser to consummate the transactions contemplated hereby, provided that the Purchaser shall promptly notify the Counsel Entities in writing of any facts and circumstances of which it obtains knowledge prior to the Closing that indicate that any such representations and warranties are inaccurate in any material respect (except for any representation and warranty which is qualified hereunder as to materiality, as to which such notification shall be given if the Purchaser obtains knowledge that such representation and warranty is inaccurate in any respect); failure to comply with this notification obligation with respect to particular facts and circumstances shall preclude the Purchaser from relying upon such facts and circumstances in bringing any action hereunder for indemnification.

Access and Information. Prior to Until the Closing, the Company shall afford to Parent shall be entitled to make or cause to be made and its representatives (including accountants and counsel) reasonable access, in each case, only at such reasonable investigation locations and in accordance with such procedures (including prior notice requirements, the time and duration of the Business access and the Facility manner in which access and discussions may be held) as the are mutually agreed to between Parent deems necessary or advisable, and the Company shall cooperate with prior to any such investigation. In furtherance access, to all properties, books, records, and Tax Returns of the foregoingCompany and each of its Subsidiaries and all other information with respect to their respective businesses, but not in limitation thereoftogether with the opportunity, at the sole cost and expense of Parent, to make copies of such books, records and other documents and to discuss the business of the Company and each of its Subsidiaries with such directors, officers and counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company and each of its Subsidiaries including providing the Company’s consent to the release of any information regarding the Company and its Subsidiaries held by its independent auditors. Notwithstanding the foregoing provisions of this Section 4.2, the Company shall permit the not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent and its agents and or any of Parent’s representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by an existing contract or agreement. Notwithstanding the foregoing, Parent shall not have reasonable and continued access to all applicable premises and books and personnel records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Business as Company’s good faith opinion is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability. In addition, Parent shall reasonably request from time to time); provided, however, not contact any personnel of the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of its Subsidiaries regarding the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all without the express prior written consent of the Chief Financial Officer of the Company. All information and documents obtained provided pursuant to this Section 4.9 Agreement shall remain subject in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents all respects to the Stockholder Representative in order to permit Confidentiality Agreement until the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationEffective Time.

Access and Information. Prior Fidelity and F&T Bank shall afford to the Closing, the Parent shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisableEagle, and the Company shall cooperate with any such investigation. In furtherance of the foregoingto Eagle’s accountants, but not in limitation thereofcounsel, the Company shall permit the Parent financial advisors and its agents and representatives to have other representatives, reasonable and continued access to all applicable premises and books and records of the Company during regular normal business hours of Fidelity and shall furnish such financial and operating data (includingF&T Bank, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to during the Business as the Parent shall reasonably request from time to time); provided, however, the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior period prior to the Effective Time, neither to all of its properties, books, contracts, commitments and records and, during such a period, shall furnish promptly to Eagle (a) except as prohibited by law, a copy of each report, schedule and other document filed or received by it during such period with or from (i) the Parent nor DFR; (ii) Federal Reserve Board or (iii) the Acquirer FDIC; and (b) all other information concerning its business, assets, properties and personnel as Eagle may reasonably request. Eagle and its accountants, counsel, financial advisors and other representatives will request permission for all such access in advance, and all such access will be conducted in a manner designed to minimize disruption to the normal business operations and employee or customer relations of Fidelity and F&T Bank. Eagle shall use any cause all information obtained by it or its representatives from Fidelity and F&T Bank pursuant to this Section 4.9 Agreement or in connection with the negotiation thereof, including, without limitation, the schedules hereto, to be treated as confidential and shall not use, nor knowingly permit others to use, any such information for any purpose unrelated to the consummation of other than in connection with the transactions contemplated by hereby, unless such information becomes generally available to the public or is required to be disclosed pursuant to the order of a court of competent jurisdiction or otherwise in accordance with applicable law, and in the event of the termination of this Agreement andshall promptly return all documents (including copies thereof) obtained hereunder from Fidelity and F&T Bank, if and shall destroy all copies of any analyses, compilations, notes, studies or other documents prepared from any such transactions are not consummated, material for their use. Fidelity and F&T Bank agree that they will hold shall cause all information and documents obtained by them or their representatives from Eagle or EagleBank pursuant to this Section 4.9 Agreement or in confidence unless connection with the negotiation thereof, including, without limitation, the schedules hereto, to be treated as confidential and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that shall not use, nor knowingly permit others to use, any such information for any purpose other than in connection with the transactions contemplated hereby, unless such information becomes generally available to the public or document is required by Law to be disclosed pursuant to the order of a court of competent jurisdiction or otherwise in accordance with applicable law, and in the event of the termination of this Agreement shall promptly return all documents (including copies thereof) obtained hereunder from Eagle or EagleBank, and the Parent and the Acquirer shall give reasonable advance notice destroy all copies of any intended disclosure of such information analyses, compilations, notes, studies or other documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection prepared from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationmaterial for their use.

Access and Information. Prior to From the date of this Agreement until the Closing, the Parent Seller shall be entitled afford Buyer and its representatives reasonable access during normal business hours, in each case, only at such locations and in accordance with such procedures as are mutually agreed to make or cause in writing between Buyer and Seller prior to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisable, and the Company shall cooperate with any such investigation. In furtherance of the foregoingaccess, but not in limitation thereof, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and personnel, properties, books and records of the Company during regular or any of its Subsidiaries as Buyer may reasonably request for the purposes of familiarizing itself with the Business. Notwithstanding the foregoing, neither Buyer nor any of its representatives shall (i) contact or otherwise initiate communications with the Company or any of its Subsidiaries or any personnel, independent contractors, customers or prospective customers, vendors, partners, banking relationships or other business hours relationships of the Company or any of its Subsidiaries, in each case without the express prior written consent of the Seller (not to be unreasonably withheld or delayed), except that with respect to contact or communications with personnel of the Company or any of its Subsidiaries, it shall be sufficient for Buyer to provide reasonable notice to Seller in advance of such contact or communications and to permit Seller reasonably to participate in such contact or communications; (ii) unreasonably interfere with the business of the Company or any of its Subsidiaries conducted at such property; (iii) damage any property of the Company or any of its Subsidiaries or any portion thereof or (iv) perform any invasive sampling, procedure or investigation (including any environmental investigation or study) without Seller’s prior written consent, such consent to be promptly furnished and not to be unreasonably withheld. Buyer shall schedule and coordinate all inspections with Seller and shall furnish such financial and operating data (includinggive Seller at least three Business Days’ prior notice thereof, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to setting forth the Business as the Parent shall reasonably request from time to time); provided, however, the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel inspection that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent Buyer or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies wish to be destroyed and shall certify the destruction thereof to the Companyconduct. No investigation made by Buyer or its representatives shall affect the Parent or the Acquirer heretofore or hereafter representations, warranties and agreements made shall modify or otherwise affect any representations and warranties of the Company by Seller pursuant to this Agreement. All information provided to Buyer or its representatives pursuant to or in connection with this Agreement shall remain subject in all respects to the Confidentiality Agreement. Notwithstanding the foregoing provisions of this Section 4.2, Seller shall not be required to grant access or furnish information to Buyer or its representatives to the extent that such information is subject to an attorney-client privilege or attorney work product doctrine, or that granting such access or furnishing such information is prohibited by an existing Contract (provided that the Seller will use commercially reasonable efforts, including entering into a joint defense agreement, to obtain the consent of any necessary third party to such disclosures). Furthermore, notwithstanding the foregoing, (x) Buyer shall not be given access to personnel records of the Company or its Subsidiaries relating to individual performance, evaluation records, medical histories, or other information the furnishing of which could subject Seller or the Company or its Subsidiaries to risk of Liability and (y) in the case of any affiliated, consolidated, combined or unitary Tax Returns that include the Company or any of its Subsidiaries, Buyer shall survive any such investigationonly be given access to pro forma returns relating to the Company and its Subsidiaries.

Access and Information. Prior Subject to Section 6.4 and applicable Law, from the Closingdate of this Agreement until the Closing or earlier termination of this Agreement pursuant to Article IX hereof, Seller shall, and shall cause the Parent shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisable, Company and the Company shall cooperate with any such investigation. In furtherance Subsidiaries to, afford to Buyer and its Representatives access reasonably necessary for Buyer to perform its obligations under this Agreement at reasonable times during normal business hours under supervision of the foregoing, but not in limitation thereof, Company’s or the applicable Company Subsidiary’s personnel to (i) the properties of the Company shall permit and the Parent Company Subsidiaries and its agents and representatives to have reasonable and continued access to all applicable premises and the books and records thereof, and (ii) specified members of management of the Company during regular business hours and the Company Subsidiaries as the parties may reasonably agree; provided that all requests for access pursuant to this Section 6.3 shall be made in writing and shall furnish be directed to and coordinated with such financial and operating data persons as Seller may direct in writing (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating or such person or persons as he may designate in writing to the Business as the Parent shall reasonably request from time to timeBuyer); provided, howeverfurther, that any such access shall be conducted at a reasonable time during ordinary business hours, upon reasonable advance notice to Seller, and without undue disruption to the business operations of the Company and the Company Subsidiaries. Notwithstanding anything to the contrary contained herein, neither Seller, the Company shall be under no obligation to deliver to the Parent nor any information in violation of any non-disclosure or confidentiality agreement (but Company Subsidiary shall be required to disclose to the Parent the type of Buyer or Buyer’s Representatives any information not being so provided). Prior (i) to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated extent related to the consummation sale process or Seller’s evaluation thereof, including projections and financial or other information related thereto, other than projections and financial or other information prepared in the ordinary course of business and not prepared for the sale process, (ii) if doing so presents a reasonable risk of violating any contract to which Seller, the Company or any Company Subsidiary is a party or any Law to which Seller, the Company or any Company Subsidiary is subject or which Seller believes in good faith (upon the advice of counsel) would result in a loss of the transactions contemplated by this Agreement andability to successfully assert a claim of privilege, if such transactions are not consummated, they will hold all information and documents obtained pursuant (iii) reasonably pertinent to this Section 4.9 any Litigation in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminatedwhich Seller, the Parent will deliver to Company or any Company Subsidiary, on the one hand, and Buyer or any of its Subsidiaries or Affiliates, on the other hand, are adverse parties, or (iv) that Seller, the Company all documents so obtained by it and or any copies thereof Company Subsidiary reasonably determines in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationgood faith is competitively sensitive.

Access and Information. Prior to Until the Closing, the Company shall afford to Parent shall be entitled to make or cause to be made and its representatives (including accountants and counsel) reasonable access, in each case, only at such reasonable investigation locations and in accordance with such procedures (including prior notice requirements, the time and duration of the Business access and the Facility manner in which access and discussions may be held) as the are mutually agreed to between Parent deems necessary or advisable, and the Company shall cooperate with prior to any such investigation. In furtherance of the foregoingaccess, but not in limitation thereof, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and properties, books and records of the Company during regular business hours and shall furnish all other information with respect to its business, together with the opportunity, at the sole cost and expense of Parent, to make copies of such financial and operating data (includingbooks, but not limited to, projections, forecasts, business plans, strategic plans records and other data relating documents and to discuss the Business business of the Company with such directors, officers and counsel for the Company as the Parent shall may reasonably request from time to time); provided, howeverfor the purposes of familiarizing itself with the Company. Notwithstanding the foregoing provisions of this Section 4.2, the Company shall be under afford to Parent and its representatives (including accountants and counsel) reasonable access to all properties of the Company and the Retained Subsidiaries, at the sole cost and expense of Parent, to conduct Phase I environmental site assessments of such properties, provided that Parent shall have no obligation right to deliver perform invasive or subsurface investigations of the properties of the Company or its Retained Subsidiaries and shall indemnify the Company and its Subsidiaries from and against any Liabilities for death or injury to persons or property damage that result from Parent’s or its agents’ or representatives’ activities at properties of the Parent any information in violation of any non-disclosure Company or confidentiality agreement (but the Retained Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to disclose grant access or furnish information to Parent or any of Parent’s representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by an existing contract or agreement. Notwithstanding the foregoing, Parent shall not have access to personnel records of the type Company relating to individual performance or evaluation records, medical histories or other information the disclosure of information which would violate Applicable Laws. In addition, Parent shall not being so provided). Prior to contact any personnel of the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of Company regarding the transactions contemplated by this Agreement andor directly or indirectly contact any franchisee, if such transactions are not consummatedsupplier, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information distributor, customer or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties other material business relation of the Company pursuant or any of the Retained Subsidiaries prior to this Agreementthe Closing without the written consent of the Company (which consent shall not be unreasonably withheld or delayed, and which shall survive any such investigationconsent may be given by e-mail or other electronic transmission).

Access and Information. Prior Subject to the Closing, the Parent shall be entitled to make or cause to be made such reasonable investigation terms of the Business Confidentiality Agreement, at all times during the period commencing upon the execution and delivery hereof by each of the Facility as parties hereto and terminating upon the Parent deems necessary earlier to occur of the Closing or advisablethe termination of this Agreement pursuant to and in accordance with the terms of Section 9.1 hereof, HPI shall permit, and the HPI Stockholders and HPI shall cause each Acquired Company shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereofto permit, the Company shall permit the Parent Purchaser and its authorized agents and representatives to have reasonable access, upon reasonable notice and continued access during normal business hours, to all applicable premises and books and records of the Employees, assets and properties and all relevant books, records and documents of or relating primarily to each Acquired Company during regular business hours and the assets of any Acquired Company, and shall furnish to the Purchaser such information and data, financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans records and other data documents relating thereto as the Purchaser may reasonably request, subject, in each case, to the Business as the Parent shall reasonably request from time to time); provided, however, the terms of any applicable confidentiality agreement. Each Acquired Company shall be under no obligation permit the Purchaser and its agents and representatives reasonable access to deliver to the Parent any information in violation such company's accountants, auditors and suppliers for reasonable consultation or verification of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained by the Purchaser during the course of any investigation conducted pursuant to this Section 4.9 for 6.2, and shall use reasonable efforts to cause such Persons to cooperate with the Purchaser and its agents and representatives in such consultations and in verifying such information. If the Purchaser desires to perform any purpose unrelated invasive testing at the Owned Real Property, the Purchaser (or its agents) shall do so only after notifying HPI and obtaining HPI's prior written consent thereto, which consent may not be unreasonably withheld or delayed, but which may be subject to any terms and conditions reasonably imposed by HPI, including the consummation prompt restoration of the transactions contemplated by this Agreement andOwned Real Property to its condition prior to any such inspections or tests, if such transactions are not consummatedat the Purchaser's sole cost and expense. Neither the Purchaser nor its agents shall perform any testing on any property of a landlord on any Leased Real Property, nor shall they will hold all information and documents obtained take any action which may cause a default under the terms of any lease. Any investigation pursuant to this Section 4.9 6.2 shall be conducted in confidence unless and until such time manner as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law not to be disclosed (and interfere unreasonably with the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession conduct of the Parent or its agents and representatives or, at the option business of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationAcquired Companies.

Access and Information. Prior Sellers shall afford Buyer, and its counsel, accountants and other representatives of Buyer, reasonable access, unless such access is otherwise restricted pursuant to this Agreement, throughout the period from the Execution Date to the ClosingClosing Date, to the Parent Acquired Assets and the employees, personnel and medical staff associated therewith and all the properties, books, Contracts, commitments, Cost Reports and records respecting the Business and the Acquired Assets (regardless of where such information, may be located) which Seller possesses or to which it has access. Such access shall be entitled afforded to make Buyer during normal business hours and only in such manner so as not to disturb patient care or cause to be interfere in any material respect with the normal operations of the Business. Sellers' covenants under this Section 5.2 are made with the understanding that Buyer shall use all such reasonable investigation information in compliance with all Laws and for the sole purpose of consummating the transactions. The foregoing notwithstanding, Buyer acknowledges and agrees that Xxxxx's access to the books and records of the Business and the Facility as the Parent deems necessary or advisableAcquired Assets shall not include access to, and the Company Sellers shall cooperate with not have any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and books and records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to the Business as the Parent shall reasonably request from time to time); provided, however, the Company shall be under no obligation to deliver to the Parent Buyer, any information concerning any alleged dispute or any pending litigation, investigation or proceeding involving Sellers or any of their respective Affiliates that is protected by or subject to the attorney-client privilege, or the disclosure of which is restricted by an agreement entered into in violation connection with such dispute, litigation, investigation or proceeding or an order entered by any court; moreover, Buyer shall not have access to any records the disclosure of which, in the opinion of Sellers' legal counsel, would be prohibited by any non-disclosure Law, accreditation standards, or confidentiality rule or agreement (but shall express or implied) of confidentiality, except that Buyer may be granted access to such records to the extent they are appropriately redacted and in conformity with such other reasonable procedures as may be required to disclose conform to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information requirements of Law, accreditation standards or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice rule or agreement of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationconfidentiality.

Access and Information. Prior to (a) From the date of this Agreement until the Closing, the Parent shall be entitled subject to make or cause Section 6.6 and to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisable, and the Company shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereofapplicable Laws (including applicable antitrust Laws), the Company shall permit the (i) afford Parent and its agents authorized representatives (“Parent’s Representatives”) reasonable access, at Parent’s sole cost and representatives to have reasonable and continued access to all applicable premises and books and records of the Company expense, during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating upon reasonable advance notice to the Business as Company, to the Parent shall reasonably request from time DQ Companies, their properties, their Books and Records and to timethe employees (including employment information with respect to the employees set forth on Schedule 6.7(a)) specified by the Company in connection with each such visit; provided, however, (x) access to such employees will only be available upon reasonable notice to the Company to the attention of and consented to by the Chief Executive Officer or pursuant to Coordinated Planning Activities and (y) any Books and Records or other information that is subject to attorney-client or other legal privilege or obligation of confidentiality or disclosure shall not be made so accessible; provided that the Company shall give Parent notice of any access or examination so withheld and shall use its commercially reasonable efforts to allow for such access or examination in a manner that would not result in a loss of such privilege or conflict with such obligation of confidentiality. Any access shall be conducted (i) under no obligation the supervision of the Company’s or its Affiliate’s personnel, (ii) subject to deliver all of the standard protocols and procedures of the DQ Companies, including the requirement that visitors be escorted at all times, (iii) subject to any additional procedures required by any landlord, and (iv) in such a manner as does not unreasonably interfere with the normal operations of the DQ Companies or any COVID-19 Measures; provided, that, such access or related activities may be limited due to the Parent any information in violation of any non-disclosure COVID-19 or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed COVID-19 Measures (and the Parent Company’s response thereto) and no access need be granted if the Acquirer shall give reasonable advance notice Company reasonably believes it may jeopardize the health and safety of any intended disclosure employee, independent contract or other agent of such any DQ Company. Parent acknowledges that it remains bound by the Confidentiality Agreement and that all information or documents it obtains as a result of access under this Section 6.7 shall be subject to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Confidentiality Agreement, which shall survive any such investigation.

Access and Information. Prior to Until the Closing, the Parent shall be entitled to make Closing or cause to be made such reasonable investigation termination of the Business and the Facility as the Parent deems necessary or advisable, and the Company shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereofAgreement, the Company shall permit the afford to Parent and its agents representatives (including accountants and counsel) reasonable access, during normal business hours and upon reasonable notice, to all properties, books, records, and Tax Returns of the Company and each of its Subsidiaries and all other information with respect to their respective businesses, together with the opportunity, at the sole cost and expense of Parent, to make copies of such books, records and other documents and to discuss the business of the Company and each of its Subsidiaries with such directors, officers and counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company and each of its Subsidiaries, and shall cooperate fully with Parent and its representatives (including accountants and counsel), in connection with the foregoing. Notwithstanding the foregoing provisions of this Section 4.2, the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent or any of Parent’s representatives to the extent that such access or disclosure would violate the rights of its customers, would jeopardize an attorney/client or attorney work product privilege, or is prohibited by law or an existing contract or agreement. Parent shall not have reasonable and continued access to all applicable premises and books and personnel records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Business as Company’s good faith opinion is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability. In addition, Parent shall reasonably request from time to time); provided, however, not contact any personnel of the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of its Subsidiaries regarding the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all without the express prior written consent of the Chief Executive Officer of the Company. All information and documents obtained provided pursuant to this Section 4.9 Agreement shall remain subject in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents all respects to the Stockholder Representative in order to permit Confidentiality Agreement until the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationEffective Time.

Access and Information. Prior to (a) Until the Closing, the Company shall afford to Parent shall be entitled to make or cause to be made and its representatives (including accountants and counsel) reasonable access, in each case, only at such reasonable investigation locations and in accordance with such procedures (including prior notice requirements, the time and duration of the Business access and the Facility manner in which access and discussions may be held) as the are mutually agreed to between Parent deems necessary or advisable, and the Company shall cooperate with prior to any such investigation. In furtherance access, to all properties, books, records, and Tax Returns of the foregoingCompany and its Subsidiaries and all other information with respect to their businesses, but not in limitation thereoftogether with the opportunity, to make copies of such books, records and other documents (at the sole cost and expense of Parent) and to discuss the business of the Company and its Subsidiaries with such directors, officers and counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company and its Subsidiaries. Notwithstanding the foregoing provisions of this Section 5.8(a), the Company shall permit the not be required to grant access or furnish information to Parent and its agents and or any of Parent’s representatives to the extent that such information is subject to an attorney-client or attorney work product privilege or that such access or the furnishing of such information is prohibited by an existing contract or agreement to the extent the Company makes Parent aware in writing of any such restriction or information withheld relating to a contract or agreement. Notwithstanding the foregoing, Parent shall not have reasonable and continued access to all applicable premises and books and personnel records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to individual performance or evaluation records, medical histories or other information that the Business as the disclosure of which is prohibited by Applicable Law. In addition, Parent shall reasonably request from time to time); providednot contact any Company personnel nor any supplier, howeverdistributor, customer or other person having a material business relationship with the Company shall be under no obligation to deliver to the Parent or any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of its Subsidiaries regarding the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all without the express prior written consent of the Company. All information and documents obtained provided pursuant to this Section 4.9 Agreement shall remain subject in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents all respects to the Stockholder Representative in order to permit Confidentiality Agreement until the Stockholder Representative to seek judicial protection from and against a contemplated disclosure)Effective Time. In the event that Confidential Portions of this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company Exhibit marked as [***] have been omitted pursuant to this Agreement, which shall survive any such investigationa request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Access and Information. Prior Upon reasonable prior notice and subject to Applicable Law relating to the Closingexchange of information, the Company shall, and shall cause the Company Subsidiaries to, afford to Parent shall be entitled and its Representatives reasonably access during normal business hours and without undue disruption of normal business activity during the period prior to make or cause to be made such reasonable investigation the earlier of the Business Effective Time and the Facility as the Parent deems necessary or advisabletermination of this Agreement to all of its books, records, properties, contracts, commitments, premises, Representatives and the Company shall, and shall cooperate with cause its Representatives to, make available to Parent all financial, operating and other data and information as Parent may reasonably request; provided that (i) the Company and the Company Subsidiaries shall not be obligated to provide access to (A) any such investigation. In furtherance information that, in the reasonable judgment of the foregoingCompany, but not would result in limitation thereof, the loss of attorney-client or other privilege with respect to such information (provided that the Company shall permit the Parent and its agents and representatives use reasonable efforts to have reasonable and continued allow such access to all applicable premises and books and records or disclosure in a manner that does not result in loss or waiver of the Company during regular business hours and shall furnish such financial and operating data (privilege, including, but not limited to, projectionsentering into appropriate common interest or similar agreements), forecasts, business plans, strategic plans and other data relating (B) any information that would result in a breach of an agreement to which the Business as Company or any of the Parent shall reasonably request from time to time); provided, however, Company Subsidiaries is a party (provided that the Company shall be under no obligation use reasonable efforts to deliver obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and failing the receipt of such consent or waiver, to make appropriate substitute disclosure and/or access arrangements), or (C) any information that, in the reasonable judgment of the Company, would violate any Applicable Law or any request or requirement of any Governmental Entity, or may cause significant harm to the Parent Company or its Subsidiaries if the Merger were not consummated, (ii) no investigation pursuant to this Section 8.1 shall affect any information in violation representations or warranties made herein or the conditions to the obligations of any non-disclosure or confidentiality agreement the respective parties to consummate the Merger and the other transactions contemplated by this Agreement, (but iii) the Company and the Company Subsidiaries shall not be required to disclose conduct, or permit Parent or any of its Representative to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property, and (iv) in any event, the parties hereto will make appropriate substitute disclosure arrangements to the extent any information cannot be circulated to Parent the type of information in accordance with this Section 8.1. Parent agrees that it will not, and will cause its Representatives not being so provided). Prior to the Effective Timeto, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 8.1 for any competitive or other purpose unrelated to the consummation of the transactions Merger. Without limiting the generality of the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof. Except as otherwise expressly permitted or contemplated by this Agreement, each party shall continue to abide by the terms of the Mutual Nondisclosure Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the between Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to Company, dated June 25, 2015 (the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure“Confidentiality Agreement”). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigation.

Access and Information. Prior From the date hereof through the Closing Date or the earlier termination of this Agreement pursuant to the Closingits terms, the Parent shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisableCompany Group shall, and the Company Seller shall cooperate with any such investigation. In furtherance cause each member of the foregoingCompany Group to, but not in limitation thereof(a) afford to Buyer and Buyer’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the Company shall permit “Buyer Representatives”) reasonable access during normal business hours upon reasonable prior notice, to the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and directors, officers, employees, agents, properties, offices, facilities, books and records of each member of the Company during regular business hours Group and shall (b) furnish promptly to Buyer and the Buyer Representatives such financial information concerning the business, properties, Contracts, records and personnel (including financial, operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to and information) of the Business members of the Company Group as is prepared or compiled by such Company in the Parent shall ordinary course of business and as may be reasonably request requested from time to time); provided, however, time by Buyer. Buyer shall treat all information obtained from the Company as “Evaluation Material” (as such term is defined in the Confidentiality Agreement) and Buyer shall be continue to honor, and cause the Buyer Representatives to honor, its obligations under no obligation to deliver to the Parent Confidentiality Agreement. Notwithstanding the foregoing, neither the Seller nor any information in violation member of any non-disclosure or confidentiality agreement (but the Company Group shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Seller or a member or the Company Group, or would violate any Law applicable to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information Seller or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties member of the Company pursuant Group or the confidentiality provisions of any Contract to this Agreementwhich the Seller or a member of the Company Group is a party or otherwise bound or where, which shall survive in the good faith judgment of Seller or any member of the Company Group, such investigationaccess or disclosure would be prohibited by Law.

Access and Information. Prior to Until the Closing, the Parent Company shall be entitled afford to make or cause to be made the Purchaser and its representatives (including accountants and counsel) reasonable access, in each case, only at such reasonable investigation locations and in accordance with such procedures (including prior notice requirements, the time and duration of the Business access and the Facility manner in which access and discussions may be held) as are mutually agreed to between the Parent deems necessary or advisable, Purchaser and the Company shall cooperate with prior to any such investigation. In furtherance access, to all properties, books, records, and Tax Returns of the foregoingCompany and all other information with respect to its business, but not in limitation thereoftogether with the opportunity, at the sole cost and expense of the Purchaser, to make copies of such books, records and other documents and to discuss the business of the Company with such directors, officers and counsel for the Company as the Purchaser may reasonably request for the purposes of familiarizing itself with the Company. Notwithstanding the foregoing provisions of this Section 4.2, the Company shall permit not be required to grant access or furnish information to the Parent and its agents and Purchaser or any of the Purchaser’s representatives to the extent that such (19) information is subject to an attorney/client or attorney work product privilege, (20) access or the furnishing of such information is prohibited by an existing contract or agreement, or (21) information relates to the Seller. Notwithstanding the foregoing, the Purchaser shall not have reasonable and continued access to all applicable premises and books and personnel records of the Company during regular business hours and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to individual performance or evaluation records, medical histories or other information that in the Business as Company’s good faith opinion is sensitive or the Parent shall reasonably request from time disclosure of which could subject the Company to time); provided, howeverrisk of liability. In addition, the Purchaser shall not contact any personnel of the Company shall be under no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained pursuant to this Section 4.9 for any purpose unrelated to the consummation of regarding the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all without the express prior written consent of the General Manager of the Company. All information and documents obtained provided pursuant to this Section 4.9 Agreement shall remain subject in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents all respects to the Stockholder Representative in order to permit Confidentiality Agreement until the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationClosing.

Access and Information. Prior Upon reasonable notice and subject to the Closingterms of the Confidentiality Agreements, the Parent shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisableCompany shall, and the Company shall cooperate with any such investigation. In furtherance cause each of the foregoingCompany Subsidiaries to, but not in limitation thereof, the Company shall permit afford to the Parent and its agents the officers, employees, accountants, counsel and other representatives of the Parent reasonable access, during normal business hours during the period prior to have reasonable and continued access the Effective Time, to all applicable premises and books and records of the Company’s and any Company during regular business hours Subsidiary’s material properties, books, Contracts, records, employees and shall furnish such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to the Business as the Parent shall reasonably request from time to time)agents; provided, however, that such access shall only be provided to the extent that such access would not violate applicable Law; and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that violates any of the Company’s obligations with respect to confidentiality if the Company shall be under no obligation have used commercially reasonable efforts to deliver obtain the consent of such third Person to such inspection or disclosure, (ii) to disclose any privileged information of the Parent Company or any information in violation Company Subsidiary (provided that the Company shall use its reasonable best efforts to enter into a joint defense or similar agreement to prevent the loss of any non-disclosure such privilege), or confidentiality agreement (but shall be required iii) to disclose to permit invasive testing of any of the Parent the type of Company’s or any Company Subsidiary’s real property. All requests for information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained made pursuant to this Section 4.9 for any purpose unrelated 4.4 shall be directed to the consummation Company’s General Counsel. In no event shall the Company be required to supply to the Parent, or the Parent’s officers, employees, accountants, counsel or other representatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of the transactions contemplated by this Agreement andCompany, if such transactions are not consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents except to the Stockholder Representative extent necessary for use in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure)Proxy Statement or as required under Section 4.3, above. In the event that this Agreement is terminatedterminated for any reason, the Parent will deliver shall, in accordance with the terms of the Confidentiality Agreements, return or destroy, or cause to be returned or destroyed, all nonpublic information obtained from the Company all documents so obtained by it or any of the Company Subsidiaries and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all made of such documents and all of such copies to be destroyed and shall certify for the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Agreement, which shall survive any such investigationParent.

Access and Information. Prior (a) From the date of this Agreement until the Effective Time, subject to the Closingapplicable Law and any reasonable rules, the regulations and policies maintained by each of Parent shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as the Company, upon reasonable advance notice, each of Parent deems necessary or advisable, and the Company shall cooperate (and shall cause each of their respective Subsidiaries to) afford the other party’s officers and other authorized Representatives reasonable access, during normal business hours, under the supervision of designated personnel or Representatives and in such a manner as to not interfere with any such investigation. In furtherance the operations of the foregoingother party or any of its Subsidiaries, but not in limitation thereofto any employees, the Company shall permit the Parent and its agents and representatives to have reasonable and continued access to all applicable premises and books properties, books, contracts, documents and records of reasonably requested by the Company during regular business hours and shall furnish such financial and operating data (includingother party, but not limited to, projections, forecasts, business plans, strategic plans and other data relating to the Business as the Parent shall reasonably request from time to time); provided, however, the Company shall be under provided that no obligation to deliver to the Parent any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to the Parent the type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any information obtained investigation pursuant to this Section 4.9 7.3(a) shall affect or be deemed to modify any representation or warranty made by Parent or the Company herein, and provided, further, that the foregoing shall not require either Parent or the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of Parent or the Company, as applicable, would result in the disclosure of any Trade Secrets and Know-How of third parties or violate any of its obligations with respect to confidentiality if the withholding party shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of Parent, the Company or any of their respective Subsidiaries. All requests for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if such transactions are not consummated, they will hold all information and documents obtained made pursuant to this Section 4.9 in confidence unless 7.3(a) shall be directed to the executive officer or other Person designated by Parent or the Company, as applicable, and until neither Parent nor the Company shall directly or indirectly contact any officer, director, employee, agent or representative of the other party or any of its Subsidiaries without the prior approval of such time as designated Person. In an effort to prevent any interference or disruption caused by such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (and the access, each of Parent and the Acquirer shall give reasonable advance notice Company may, in their sole discretion, reasonably limit the number of any intended disclosure individuals having access to, and the number of visits to, their respective facilities. All such information or documents to shall be governed by the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession terms of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Confidentiality Agreement, which shall survive any such investigation.

Access and Information. Prior to (a) From the Execution Date until the Closing, subject to any limitations imposed by the Parent Bankruptcy Code or the Bankruptcy Court and any applicable Laws (including COVID-19 Measures), Sellers shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as the Parent deems necessary or advisable, and the Company shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall permit the Parent (i) afford Buyer and its agents Representatives (including representatives of entities providing or arranging financing for Buyer) reasonable access, during regular business hours and representatives upon reasonable advance notice, to have reasonable the premises, assets, management-level and continued access to all applicable premises other key Employees, facilities, properties, Contracts and books and records of the Company during regular business hours and shall furnish such Business, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other data relating information that is available with respect to the Business as the Parent shall reasonably request Buyer from time to time)time reasonably requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with Buyer in its investigation of the Business, including instructing their accountants to give Buyer reasonable access to the accountants’ work papers; provided, however, the Company that in no event shall be under no obligation Buyer have access to deliver to the Parent any information that, based on advice of Seller Parent’s outside counsel, would be reasonably likely to create any Liability under applicable Laws, including antitrust, competition and merger control Laws, or would destroy any legal privilege or result in the disclosure of any trade secrets of third parties in violation of any non-Law. Notwithstanding the foregoing, Sellers shall use commercially reasonable efforts from and after the Execution Date until the Closing Date or the termination of this Agreement in accordance with its terms to make appropriate substitute arrangements to permit disclosure not in violation of such privilege or confidentiality agreement applicable Law (but shall be required to disclose to the Parent the type of information not being so providedincluding COVID-19 Measures). Prior to the Effective Time, neither the Parent nor the Acquirer shall use any All requests for information obtained made pursuant to this Section 4.9 for any purpose unrelated 6.1(a) shall be directed to the consummation an executive officer of the transactions contemplated Seller Parent or such Person or Persons as may be designated by this Agreement and, if such transactions are not consummated, they will hold all Seller Parent. All information and documents obtained received pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised 6.1(a) shall be governed by counsel that any such information or document is required by Law to be disclosed (and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession terms of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company pursuant to this Confidentiality Agreement, which shall survive any such investigation.