Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, will afford to Parent, Merger Sub VIALOG and their respective representatives reasonable the Representatives of VIALOG full access during normal business hours during throughout the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective of its (and its Subsidiaries') properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, will furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities Laws laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (iiB) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Registration Statement, and (iii) such other information concerning its businessany of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those which are expressly incorporated in preparation and the workpapers of its auditors). Nothing herein (including, this Agreement by reference for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes benefit of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsparties hereto, the strategic VIALOG will hold and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and will use commercially reasonable efforts to obtain cause the consent Representatives of such third party VIALOG to provide such information hold, and otherwise provide such access the Company will hold and will use commercially reasonable efforts to Parent, if requested and (b) generally describe cause the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer Representatives of the Company to hold, in strict confidence all non-public documents and information furnished (whether prior or another person designated in writing by subsequent hereto) to VIALOG or to the Company. Notwithstanding anything herein to , as the contrarycase may be, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingTransactions.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, will afford to Parent, Merger Sub VIALOG and their respective representatives reasonable the Representatives of VIALOG full access during normal business hours during throughout the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective of its (and its Subsidiaries') properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, will furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities Laws laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (iiB) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Financing Document, and (iii) such other information concerning its businessany of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those which are expressly incorporated in preparation and the workpapers of its auditors). Nothing herein (including, this Agreement by reference for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes benefit of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsparties hereto, the strategic VIALOG will hold and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and will use commercially reasonable efforts to obtain cause the consent Representatives of such third party VIALOG to provide such information hold, and otherwise provide such access the Company will hold and will use commercially reasonable efforts to Parent, if requested and (b) generally describe cause the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer Representatives of the Company to hold, in strict confidence all non-public documents and information furnished (whether prior or another person designated in writing by subsequent hereto) to VIALOG or to the Company. Notwithstanding anything herein to , as the contrarycase may be, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingTransactions.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and Meridian shall cause each of its Subsidiaries to, afford to ParentATS and its accountants, Merger Sub counsel, lenders, financial advisors and their respective other representatives reasonable (the "Representatives") full access during normal business hours during throughout the period from prior to the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, Closing Date to all their respective of Meridian's properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) relating to the Meridian Assets and the Meridian Business and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period any of them pursuant to the requirements of federal any Applicable Law or state securities Laws and filed by it with any Authority in connection with the Transactions or which may have an Adverse Effect on the Meridian Assets or the Meridian Business or the businesses, operations, properties, prospects, personnel, condition, (financial or other), or results of operations thereof, (ii) to the extent not provided for pursuant to the preceding clause, all financial records, ledgers, work papers and other sources of financial information possessed and controlled by Meridian or its accountants deemed by ATS or its Representatives necessary or useful for the purpose of performing an audit of the business of the Meridian Business and certifying financial statements and financial information, and (iii) such other information in the possession and control of Meridian or its accountants concerning its businessany of the foregoing as ATS shall reasonably request; provided, properties however, that Meridian shall not be required to permit any such access to the extent same would unreasonably interfere with Meridian's normal business operations. All non-public information relating to the Meridian Assets or the Meridian Business furnished prior to the execution, or pursuant to the provisions, of this Agreement, including without limitation this Section, or, in the case of Meridian, with respect to the covenant hereinafter set forth, whether or not so furnished, will be kept confidential and personnel shall not, (x) prior to the Closing, without the prior written consent of Meridian, or (y) from and after the Closing, without the prior written consent of ATS, be disclosed by ATS or Meridian, as Parent the case may be, in any manner whatsoever, in whole or Merger Sub may reasonably request (including Tax Returns filed in part, and those shall not be used by ATS prior to the Closing for any purposes, other than in preparation and connection with the workpapers of its auditors)Transactions. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) In no event shall require the Company ATS or any of its Subsidiaries to provide Representatives use such access or information to the extent that such action (A) would reasonably be expected to result in a waiver detriment of attorney-client privilegeMeridian or, work product doctrine from and after the Closing by Meridian or similar privilegeany of its Representatives, (B) specifically relates to the evaluationdetriment of ATS. Prior to the Closing, deliberation ATS agrees to reveal such information only to those of its Representatives or minutes other Persons who need to know such the information for the purpose of evaluating the Transactions, who are informed of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent confidential nature of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access who shall undertake to Parentact in accordance with the terms and conditions of this Agreement. From and after the Closing, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Meridian shall not, and shall cause their respective representatives not towithout the prior written consent of ATS, contact disclose any partner, licensor, licensee, customer information remaining in its possession with respect to the Meridian Assets or supplier the Meridian Business or to which it may have access in accordance with the provisions of the Company following paragraph, and no such information shall be used for any purposes, other than in connection with the OfferTransactions or to the extent required by Applicable Law, except as otherwise provided in the Merger following paragraph. All books and records to which Meridian is entitled to access pursuant to the provisions of this Agreement shall be retained by ATS at is offices in the Los Angeles area for a period of at least five (5) years from the Closing Date. ATS shall permit Meridian to photocopy such books and records to the extent reasonably required for the permissible purposes described in the definition of Assets. In the event of any conflict between the provisions of this paragraph and the provisions of any noncompetition or confidentiality agreement executed by Meridian or any of its principals, the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact provisions of this paragraph shall be arranged by and with a representative of the Company participatingcontrolling.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub the Parent and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or of the valid termination of this Agreement pursuant Merger to Article VII, its and to all their respective Company Subs’ properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries and Company Subs’ officers, employees and representatives to, furnish promptly to Parent: the Parent all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their respective obligations hereunder, during the period prior to the Effective Time of the Merger, the Parent shall provide the Company and its representatives with reasonable access during normal business hours to its and Merger Sub’s properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their obligations hereunder, and, during such period, the Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Sub, and the Parent will hold, and Merger Sub acknowledge will cause its respective directors, officers, employees, accountants, counsel, financial advisors and agree that other representatives and affiliates to hold, any such contact shall be arranged by and with a representative of the Company participatingnonpublic information in confidence.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub NeoHydro Technologies Corp. and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or to its and to the valid termination of this Agreement pursuant to Article VII, to all their respective Company’s properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries officers, employees and representatives to, furnish promptly to Parent: NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Company Board (or and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any nonpublic information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)confidence. • No investigation pursuant to this Section 5.2 4.01 shall affect any representation representations or warranty in this Agreement warranties of any party hereto the Parties herein or any condition the conditions to the obligations of the parties Parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, prior notice and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering Law, from the date hereof until the Merger TransactionsEffective Time, the Company shall, and shall cause each the Company Subsidiaries and the officers, directors, employees, auditors, counsel and agents of its the Company and the Company Subsidiaries to, afford Parent and its officers, directors, employees, auditors, counsel and agents, following notice from Parent to Parentthe Company in accordance with this Section 7.02, Merger Sub and their respective representatives reasonable access during normal business hours during to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices and other facilities, books and records of the Effective Time or Company and the valid termination of this Agreement pursuant to Article VIICompany Subsidiaries, to and all their respective propertiesother financial, assets, books, contracts, commitments, personnel operating and records and, during such periodother data and information as Parent may reasonably request. Notwithstanding the foregoing, the Company shall, and the Company Subsidiaries shall cause each of its Subsidiaries to, furnish promptly not be obligated to Parent: disclose (i) a copy of each reportany competitively sensitive information, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all any information that, in the reasonable judgment of the Company, would result in the loss of attorney-client privilege with respect to such information or which would constitute a waiver of any other privilege or trade secret protection held by the Company or any Company Subsidiary or (iii) any information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those that would result in preparation and the workpapers a breach of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require an agreement to which the Company or any of the Company Subsidiaries is a party. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least two (2) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its Subsidiaries representatives intend to provide conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such access inspection, and no such inspection shall unreasonably disrupt or information to interfere with the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes operations of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Subsidiary. No investigation pursuant to this Section 5.2 shall affect any representation 7.02 or warranty in this Agreement of any party hereto information provided, made available or any condition delivered to the obligations of the parties hereto. All requests for access Parent pursuant to this Section 5.2 must be directed to the Chief Financial Officer 7.02 or otherwise shall affect any representations or warranties of the Company or another person designated conditions or rights of Parent contained in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingthis Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier to occur of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodAgreement, the Company shall, and BCAC shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives subsidiaries (if any) to and shall direct their respective Representatives to): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records thereof; provided that such access shall not toinclude any unreasonably invasive or intrusive investigations or other testing, contact sampling or analysis of any partnerproperties, licensor, licensee, customer facilities or supplier equipment of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent of the Company (such consent which shall not to be unreasonably withheld); and (ii) furnish promptly to the other party such information concerning the business, conditioned properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or delayed)its Representatives may reasonably request to consummate the Transactions. Notwithstanding the foregoing, and Parent and Merger Sub acknowledge and agree that any such contact neither the Company nor BCAC shall be arranged by required to provide access to or disclose information where (i) the access or disclosure would result in any disclosure of trade secret, violate its obligations of confidentiality or similar legal restrictions with respect to such information, jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and with safety of any employee of such party (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a representative of the Company participatingmanner that would not result in such inconsistency, conflict jeopardy or contravention).

Access to Information; Confidentiality. (a) Upon Subject to applicable Law, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement pursuant to Section 10.01, (1) upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and Seller shall cause each of its Subsidiaries to, afford to Parent, Merger Sub Purchaser and their respective representatives Purchaser’s Representatives reasonable access during normal business hours during to each Asset Seller Entity’s officers, employees, agents, properties, books, Contracts and records (in each case to the period from extent related to the date Triage Business and other than any of the foregoing that relate to the negotiation and execution of this Agreement until Agreement, the earlier of Merger Agreement, the Effective Time Other Transactions or any other transactions potentially competing with or alternative to the valid termination of this Agreement pursuant Transactions or proposals from other parties relating to Article VII, any competing or alternative transactions) and (2) Seller shall furnish promptly to all their respective propertiesPurchaser and Purchaser’s Representatives such information to the extent concerning the Triage Business and its personnel, assets, booksLiabilities and properties as Purchaser may reasonably request, contracts, commitments, personnel and records and, during such period, including the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: information set forth on Schedule 6.04(a)(i); provided that (i) Purchaser and its Representatives shall conduct any such activities in such a copy manner as not to interfere unreasonably with the business or operations of each report, schedule, registration statement and other document filed Seller or received by it during such period pursuant to the requirements of federal or state securities Laws its Affiliates and (ii) all other Xxxxxx shall be provided copies of any information concerning its businessprovided to Purchaser pursuant to this Section 6.04(a) and afforded reasonable prior notice of, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of opportunity to accompany Purchaser’s and Seller’s respective Representatives in connection with, any access by Purchaser or its auditors). Nothing herein (including, for the avoidance of doubt, Representatives provided pursuant to this Section 5.2(a) and Section 5.2(b6.04(a)) ; provided further, however, that Seller shall require the Company or any of its Subsidiaries not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so is reasonably likely to the extent that such action (A) would reasonably be expected to result in a waiver violate applicable Law or an applicable Judgment, (B) jeopardize the protection of an attorney-client privilege, attorney work product doctrine protection or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith other legal privilege or (C) would reasonably be expected expose Seller or its Affiliates to violate any applicable Law risk of Liability for disclosure of sensitive or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of personal information. In any such confidentiality obligations or access restrictions and event, Seller shall use commercially its reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parentcommunicate, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent feasible, the applicable information in a way that would not prohibited by law violate the applicable Law, Contract or the underlying document)obligation or risk waiver of such privilege or protection or risk such Liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. No investigation All requests for information made pursuant to this Section 5.2 6.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person Person designated in writing by the Company. Notwithstanding anything herein Seller on Schedule 6.04(a)(ii) with a copy to the contraryPerson designated by Xxxxxx thereon (or in each case, Parent and Merger Sub shall notany replacement thereto, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior as to which Purchaser receives written consent (such consent not to be unreasonably withheld, conditioned or delayednotice), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsEffective Time, the Company shall, and shall cause each Company Subsidiary and each of its Subsidiaries and each Company Subsidiary's Representatives to, afford (i) provide to Parent and Parent's Representatives access, Merger Sub at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and their respective representatives other facilities and books and records of the Company and the Company Subsidiaries, and (ii) furnish promptly such information concerning the business, properties, insurance, Contracts, prospects, Property, Liabilities, Tax Returns, Tax elections and all other workpapers and studies relating to Taxes, personnel, internal financial statements and other aspects of the Company and the Company Subsidiaries as Parent or Parent's Representatives may reasonably request. Notwithstanding the foregoing, the Company may restrict the foregoing access to the extent that (A) any Law of any Governmental Entity applicable to the Company requires the Company or any Company Subsidiary to restrict or prohibit such access to any such Properties or information, (B) Parent's access to the information would breach the Company's confidentiality obligations to a third party (provided that upon Parent's reasonable request the Company shall use its reasonable efforts to obtain such third party's consent to permit Parent access during normal business hours during to such information, subject to appropriate confidentiality protections), or (C) disclosure of any such information or document would result in the period loss of the Company's or any Company Subsidiary's attorney-client privilege. Subject to compliance with applicable Laws, from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodthe Effective Time, the Company shall, and shall cause each confer from time to time as reasonably requested by Parent to meet with one or more Representatives of its Subsidiaries to, furnish promptly Parent to Parent: (i) a copy of each report, schedule, registration statement and other document filed discuss any material changes or received by it during such period pursuant to developments in the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes operational matters of the Company Board (or any committee or subcommittee thereof) related to and each Company Subsidiary and the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations general status of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer ongoing operations of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingSubsidiaries.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and the COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and their Representatives prior to the mailing of the CMR Proxy Materials and the workpapers of its auditors). Nothing herein (including, for Prospectus included in the avoidance of doubt, this Section 5.2(a) Registration Statement on Form S-4 and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide at such access or information to the extent that such action (A) would other times as may be reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (B) of a sensitive or personal nature that would reasonably be expected to expose the CMR Parties or the CCI Parties to the risk of liability, (C) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (D) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (E) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder.

Access to Information; Confidentiality. (a) Upon Subject to applicable Law, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement pursuant to Section 9.01, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and Seller shall cause each of its Subsidiaries to, afford to Parent, Merger Sub Purchaser and their respective representatives Purchaser’s Representatives reasonable access during normal business hours during to each Asset Seller Entity’s officers, employees, agents, properties, books, Contracts and records (in each case to the period from extent related to the date Business and other than any of the foregoing that relate to the negotiation and execution of this Agreement until Agreement, the earlier of Merger Agreement, the Effective Time Other Transactions or any other transactions potentially competing with or alternative to the valid termination of this Agreement pursuant Transactions or proposals from other parties relating to Article VII, any competing or alternative transactions) and Seller shall furnish promptly to all their respective propertiesPurchaser and Purchaser’s Representatives such information to the extent concerning the Business and its personnel, assets, booksLiabilities and properties as Purchaser may reasonably request, contracts, commitments, personnel and records and, during such period, including the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: information set forth on Schedule 6.04(a)(i); provided that (i) Purchaser and its Representatives shall conduct any such activities in such a copy manner as not to interfere unreasonably with the business or operations of each report, schedule, registration statement and other document filed Seller or received by it during such period pursuant to the requirements of federal or state securities Laws its Affiliates and (ii) all other Xxxxxx shall be provided copies of any information concerning its businessprovided to Purchaser pursuant to this Section 6.04(a) and afforded reasonable prior notice of, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of opportunity to accompany Purchaser’s and Seller’s respective Representatives in connection with, any access by Purchaser or its auditors). Nothing herein (including, for the avoidance of doubt, Representatives provided pursuant to this Section 5.2(a) and Section 5.2(b6.04(a)) ; provided further, however, that Seller shall require the Company or any of its Subsidiaries not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so is reasonably likely to the extent that such action (A) would reasonably be expected to result in a waiver violate applicable Law or an applicable Judgment, (B) jeopardize the protection of an attorney-client privilege, attorney work product doctrine protection or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith other legal privilege or (C) would reasonably be expected expose Seller or its Affiliates to violate any applicable Law risk of Liability for disclosure of sensitive or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of personal information. In any such confidentiality obligations or access restrictions and event, Seller shall use commercially its reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parentcommunicate, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent feasible, the applicable information in a way that would not prohibited by law violate the applicable Law, Contract or the underlying document)obligation or risk waiver of such privilege or protection or risk such Liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. No investigation All requests for information made pursuant to this Section 5.2 6.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person Person designated in writing by the Company. Notwithstanding anything herein Seller on Schedule 6.04(a)(ii) with a copy to the contraryPerson designated by Xxxxxx thereon (or in each case, Parent and Merger Sub shall notany replacement thereto, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior as to which Purchaser receives written consent (such consent not to be unreasonably withheld, conditioned or delayednotice), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and American shall cause each of its Subsidiaries to, afford to ParentMergeparty and its accountants, Merger Sub counsel, investment bankers, financial advisors and their respective other agents and representatives reasonable (the "Representatives") full access during normal business hours during throughout the period from prior to the date Closing Date to all of this Agreement until the earlier its (and its Subsidiaries', other than those of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective Tower Subsidiaries) properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request any Applicable Law (including Tax Returns without limitation the FCA) or filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company by it or any of its Subsidiaries (other than the Tower Subsidiaries) with any Authority in connection with the Merger or which may have a material effect on it or its business, financial condition or results of operations, and (ii) such other information concerning any of the foregoing as Mergeparty shall reasonably request; provided, however, that the foregoing shall not require American to provide such access permit any disclosure or information to disclose any information, that in the extent that such action (A) reasonable judgment of American would reasonably be expected to result in a waiver the disclosure of attorney-client privilege, work product doctrine any trade secrets of third parties or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any of its obligations with respect to confidentiality obligation owing to a third party so long as the Company if American shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable have used its best efforts to obtain the consent of such third party to provide such inspections or disclosure. All requests for information shall be directed to an executive officer of American or such other Persons as may be designated by American. All information disclosed pursuant to this Section or otherwise shall be governed by the terms of the Confidentiality Agreement, the terms and otherwise provide such access to Parent, if requested provisions of which are incorporated herein by reference with the same force and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)effect as though set forth here in their entirety. No investigation pursuant to this Section 5.2 or otherwise shall affect any representation or warranty of American in this Agreement of any party hereto or any condition to the obligations of the parties Mergeparty hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result the earlier of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the valid termination of furthering the Merger Transactionsthis Agreement in accordance with Article 7, the Company shall, and shall cause each of its Subsidiaries to, afford : (i) provide to Parent, Parent and Merger Sub and their respective representatives Representatives reasonable access during normal business hours during in such a manner as not to interfere unreasonably with the period from business conducted by the date Company or any of this Agreement until its Subsidiaries, upon prior notice to the earlier Company, to the officers, employees, properties, offices and other facilities of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel Company and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws books and records thereof and (ii) all other use commercially reasonable efforts to furnish during normal business hours upon prior notice such information concerning its the business, properties properties, Contracts, assets and personnel liabilities of the Company and each of its Subsidiaries as Parent or Merger Sub its Representatives may reasonably request request; provided, however, that the Company shall not be required to (including Tax Returns filed and those in preparation and the workpapers or to cause any of its auditorsSubsidiaries to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege). Nothing herein , (includingB) result in the disclosure of any trade secrets of third parties or otherwise breach, for contravene or violate any effective Contract existing on the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require date hereof to which the Company or any of its Subsidiaries to provide such access or information to the extent that such action is a party (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as but the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to obtain the consent of such any third party to provide such information and otherwise provide such access Contract to permit disclosure or inspection by Parent), if requested and (bC) generally describe breach, contravene or violate any applicable Law or (D) result in the type disclosure of information that cannot be disclosed to Parent (materials provided to the extent not prohibited by law Company Board or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation resolutions or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer minutes of the Company or another person designated Board, in writing by the Company. Notwithstanding anything herein each case, that were provide to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company Board in connection with the Offer, its consideration of the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingsale process.

Access to Information; Confidentiality. (a) Upon From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable advance written prior notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its the Company Subsidiaries to, to afford to Parent and Parent, Merger Sub and their respective representatives ’s Representatives reasonable access during normal business hours during to the period from the date of this Agreement until the earlier of the Effective Time Company or the valid termination of this Agreement pursuant to Article VIICompany Subsidiaries’ officers, to all their respective properties, assetsContracts, books, contracts, commitments, personnel books and records and, during such period, the records. The Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (i) a copy of each report, schedule, registration statement schedule and other document filed or received submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning its the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent or Merger Sub may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including Tax Returns filed and those in preparation and any Governmental Entity) to which the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company Disclosing Party or any of its Subsidiaries to provide such access is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or information to any COVID-19 Measures, (E) result in the extent that such action disclosure of any trade secrets, or (AF) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and . The Disclosing Party will use commercially reasonable efforts to obtain make appropriate substitute disclosure arrangements under circumstances in which the consent restrictions of such third party the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to provide the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot documents shall only be disclosed to Parent (provided to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any outside legal counsel of the other Merger Transactions without Party, or subject to such other similar restrictions mutually agreed to by the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Company and Parent, and Parent and Merger Sub acknowledge and agree that subject to any such contact shall be arranged by and with a representative of amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company participatingand Parent.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result Law and any applicable Judgment, between the date of COVID-19 or any COVID-19 Measures this Agreement and solely for purposes the earlier of furthering the Merger TransactionsEffective Time and the termination of this Agreement pursuant to Section 8.01, upon reasonable notice, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parent and Parent, Merger Sub ’s Representatives and their respective representatives Debt Financing Sources reasonable access during normal business hours during to the period from officers, employees, agents, properties, books, Contracts and records of the date Company and the Company Subsidiaries (other than any of the foregoing that relate to the negotiation and execution of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIany similar transaction with a third party or, except as expressly provided in Section 5.02, to all their respective propertiesany Company Takeover Proposal) and the Company shall, and shall cause the Company Subsidiaries to, furnish promptly to Parent and Parent’s Representatives such information concerning its business, personnel, assets, booksliabilities and properties as Parent may reasonably request; provided that Parent and its Representatives and Debt Financing Sources shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company and the Company Subsidiaries; provided further, contractshowever, commitmentsthat neither the Company nor any Company Subsidiary shall be obligated to provide such access or information if the Company determines, personnel and records andin its reasonable judgment, during that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment or (ii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege held by the Company. In any such periodevent, the Company shall, and shall cause each of its the Company Subsidiaries to, furnish promptly use its reasonable best efforts to Parent: (i) a copy of each reportcommunicate, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result feasible, the applicable information in a way that would not violate applicable Law, Judgment or obligation or risk waiver of attorney-client privilegesuch privilege or protection or risk such liability, work product doctrine including entering into a joint defense agreement, common interest agreement or other similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any arrangement. All requests for information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation made pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company executive officer or another person other Person designated in writing by the Company. Notwithstanding anything herein Until the Effective Time, all information provided will be subject to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier terms of the Company in connection with the Offerletter agreement dated as of October 10, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld2019, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of among the Company participatingand Macquarie Infrastructure and Real Assets, Inc. (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable and prompt access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, furnish promptly make available to Parent: Parent on a timely basis (ia) a copy of each material report, schedule, registration form, statement and other document filed or received by it during such period pursuant to the requirements of federal domestic or state securities Laws foreign (whether national, federal, state, provincial, local or otherwise) laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed request, in each case subject to any confidentiality restrictions or legal restrictions that prohibit the Company's ability to provide any such information to Parent. The Company shall, and those in preparation and the workpapers shall cause each of its auditors). Nothing herein subsidiaries to, (including, for the avoidance of doubt, this Section 5.2(ai) and Section 5.2(b)) shall require use their respective reasonable best efforts to cause any confidentiality provision in any Contract to which the Company or any of its Subsidiaries subsidiaries becomes a party to be inapplicable to Parent, its subsidiaries and their respective advisors or representatives and (ii) in the event such reasonable best efforts are unsuccessful, provide notice to Parent at least five business days prior to entering into such access contract that the Company or such subsidiary intends to enter into a Contract that contains confidentiality provisions that would prohibit Parent, its subsidiaries or their respective advisors or representatives from reviewing such Contract. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company, directly or indirectly, in confidence as and to the extent provided in the Confidentiality Agreement dated March 3, 2000, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"). The parties hereby agree that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes term of the Company Board (or any committee or subcommittee thereof) related to Confidentiality Agreement is hereby amended such that it shall remain in full force and effect until the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations one year anniversary of the parties hereto. All requests for access pursuant to date of termination of this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company Company, on the one hand, and the Parent Parties, on the other hand, shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Parent Entities and the other Company Entities, respectively, to, afford to Parent, Merger Sub the other parties and to their respective representatives Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, the Company and each of the Parent Parties shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Company Entities and the other Parent Entities, respectively, to, furnish reasonably promptly to Parent: the other parties (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other parties may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company No representation or any of its Subsidiaries to provide such access or information warranty as to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type accuracy of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided pursuant to this Section 5.2 6.4 is made and the parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article IV or Article V, and no investigation under this Section 6.4 or otherwise shall affect any representation of the representations and warranties of the Company or warranty of the Parent, respectively, contained in this Agreement of any party hereto or any condition to the obligations of the parties heretounder this Agreement. All Notwithstanding the foregoing, neither the Company nor the Parent Parties shall be required by this Section 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (i) relating to the consideration, negotiation and performance of this Agreement and related agreements, (ii) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement (provided, however, that the withholding party shall use commercially reasonable efforts to obtain the required consent of such Third Party to such access or disclosure), (iii) the disclosure of which would violate any Law or legal duty of the party or any of its representatives or would cause a risk of loss of privilege to the withholding party or (iv) that is subject to any attorney-client, attorney work product or other legal privilege. Each of the parties hereto will use its reasonable best efforts to minimize any disruption to the businesses of the other parties that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer Effective Time, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact or otherwise communicate with Third Parties with which the Company or any partner, licensor, licensee, customer or supplier Company Subsidiary has a business relationship (including tenants/subtenants) regarding the business of the Company in connection with and the Offer, Company Subsidiaries or this Agreement and the Merger or any of the other Merger Transactions transactions contemplated by this Agreement without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating(provided that, for the avoidance of doubt, nothing in this Section 6.4(a) shall be deemed to restrict the Parent Parties and their respective Representatives and Affiliates from contacting such parties in pursuing the business of Parent (operating in the ordinary course)).

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company each Party shall, and shall cause each of its Subsidiaries to, to afford to Parent, Merger Sub the Other Parties and their respective representatives Representatives reasonable access during normal business hours during (and, with respect to books and records, the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant right to Article VII, copy) to all their respective of its and its Subsidiaries’ properties, assetscommitments, books, contracts, commitmentsrecords and correspondence (in each case, personnel whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and records and, during such period, the Company shall, and other Representatives. Each Party shall cause each of its Subsidiaries to, furnish promptly to Parent: the Other Parties (i) a copy of each report, schedule, registration statement schedule and other document filed or received submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or Merger Sub the Other Parties may reasonably request (including Tax Returns filed and those in preparation information necessary to prepare the Proxy Statement and the workpapers of its auditorsRegistration Statement). Nothing herein Without limiting the foregoing, the Partnership shall deliver or cause to be delivered to Parent (including1) on a monthly basis reports specifying the capital expenditures, for operating expenses, production and completed and in-progress activities of the avoidance of doubtPartnership and its Subsidiaries, this Section 5.2(atogether with a comparison to the relevant items in the Partnership’s 2015 budget, and (2) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information weekly operating reports, in each case, to the extent that such action (A) would reasonably be expected to result as prepared by the Partnership in a waiver the ordinary course of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to business consistent with past practice. Except for disclosures permitted by the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to Confidentiality Agreement, each Party and its Representatives shall hold information received from the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation Other Parties pursuant to this Section 5.2 shall affect any representation or warranty 7.4 in this Agreement of any party hereto or any condition to confidence in accordance with the obligations terms of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeExcept as (i) would result in the loss or waiver of any attorney-client, subject to work product or other applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, privilege (provided that the Company shallshall use commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in the loss or waiver of any applicable privilege), and or (ii) would violate applicable Law (provided that the Company shall cause each use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of its Subsidiaries toapplicable Law), afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all the Company will, and will cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with respect to the Company and the Company Subsidiaries, the “Company Representatives”) to: (A) provide to Parent and Merger Sub and their respective Representatives (the “Parent Representatives”) and to the Financing Sources through their respective officers, employees and Representatives, reasonable access at reasonable times during normal operating hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning the business, properties, Contracts, assets, books, contracts, commitmentsliabilities, personnel and records and, during such period, other aspects of the Company shall, and shall cause each of its the Company Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company Parent Representatives or any of its Subsidiaries to provide such access or information to the extent Financing Sources may reasonably request; provided, that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No no investigation pursuant to this Section 5.2 5.3 shall affect or be deemed to modify any representation or warranty in this Agreement of any party hereto made by the Company herein or any condition of the conditions to the obligations of the parties hereto. All requests for access hereto under this Agreement; provided, further, that any investigation pursuant to this Section 5.2 must 5.3 shall be directed conducted in such manner as not to interfere unreasonably with the Chief Financial Officer conduct of the Company or another person designated in writing by the Company. Notwithstanding anything herein The information referred to in the previous sentence shall be subject to the contraryConfidentiality Agreement, Parent dated May 9, 2017, as amended, by and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of between the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of (the Company participating“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, -------------------------------------- notice and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionscontained in confidentiality agreements to which such party is subject (from which such party shall use reasonable best efforts to be released), the Company shall, and Parent shall each (and shall cause each of their Subsidiaries, and in the case of the Company, use commercially reasonable efforts to cause its Subsidiaries Minority Affiliates and XSL, to, ) afford to Parentthe officers, Merger Sub employees, accountants, counsel and their respective other representatives of the other, reasonable access during normal business hours access, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel commitments and records and, during such period, the Company shall, and Parent each shall (and shall cause each of their Subsidiaries, and in the case of the Company, use commercially reasonable efforts to cause its Subsidiaries Minority Affiliates and XSL, to, ) furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and the other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request request, and each shall make available to the other the appropriate individuals (including Tax Returns filed attorneys, accountants and those in preparation and other professionals) for discussion of the workpapers of its auditors). Nothing herein other's business (including, in the case of the Company, the business of the Minority Affiliates and XSL), properties and personnel as either Parent or the Company may reasonably request. From and after the date of this Agreement through the Effective Time, the Company shall provide to Parent monthly consolidated statements of operations and cash flows and monthly consolidated balance sheets for the avoidance of doubtCompany and its Subsidiaries and, this Section 5.2(a) and Section 5.2(b)) shall require if the Company receives such statements from its Minority Affiliates or any XSL, from such Minority Affiliates or XSL, within 30 days following the end of its Subsidiaries to provide each calendar month during such access or period. Each party shall keep such information to confidential in accordance with the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the confidentiality letter, dated October 26, 1997 (the "CONFIDENTIALITY LETTER") between Parent and the Company. The Company Board shall use its reasonable best efforts to exercise its rights under confidentiality agreements entered into with persons which were considering an Alternative Transaction (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided as defined in SECTION 9.01 with respect to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any preserve the confidentiality obligation owing of the information relating to a third party so long as the Company shall promptly notify Parent of any and its Subsidiaries and Minority Affiliates and XSL provided to such confidentiality obligations or access restrictions persons and use commercially reasonable efforts to obtain the consent of such third party to provide such information their affiliates and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingrepresentatives.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws, each of COVID-19 or any COVID-19 Measures South State and solely CenterState, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe Representatives of the other party, Merger Sub and their respective representatives reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, provided that such investigation or requests shall not interfere unnecessarily with normal operations of the party, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company each of South State and CenterState shall, and shall cause each of its Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that South State or CenterState, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither South State nor CenterState nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of South State’s or CenterState’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Company Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and any COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and their Representatives prior to the mailing of the CMOF Proxy Materials and the workpapers of its auditors). Nothing herein (including, for Prospectus included in the avoidance of doubt, this Section 5.2(a) Registration Statement on Form S-4 and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide at such access or information to the extent that such action (A) would other times as may be reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (i) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (ii) of a sensitive or personal nature that would reasonably be expected to expose the CMOF Parties or the CCI Parties to the risk of liability, (iii) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (iv) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (v) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to the officers, employees, accountants, counsel, financial advisors and other Representatives of Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of before the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request; provided, however, that such access does not unreasonably disrupt the workpapers normal operations of its auditors)the Company. Nothing herein (including, for the avoidance of doubt, this This Section 5.2(a) and Section 5.2(b)) 6.02 shall not require the Company to permit any access, or to disclose any information, that in the reasonable judgment of its Subsidiaries to provide such access or information to the extent that such action (A) party would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (Bi) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent disclosure of any trade secrets of third parties or a violation of any of its obligations with respect to confidentiality if such confidentiality obligations or access restrictions and use commercially party shall have used reasonable best efforts to obtain the consent of such third party to provide such inspection or disclosure, (ii) the loss of attorney-client privilege with respect to such information and otherwise provide (provided, that each party shall use all reasonable efforts, such as the entry into a joint defense agreement, to permit such access or disclosure without the loss of such privilege) or (iii) in the case of documents or portions of documents relating to Parentpricing or other matters that are highly sensitive, if requested and (b) generally describe the type of a Governmental Authority alleging that providing such information that cannot be disclosed to Parent (violates antitrust Law. If any material is withheld by such party pursuant to the extent not prohibited by law or proviso to the underlying document)preceding sentence, such party shall inform the other party as to the general nature of what is being withheld and use reasonable best efforts to provide appropriate alternative disclosure. No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of Mutual Confidentiality Agreement dated February 22, 2023 between the Company or another person designated in writing by and Parent (the Company“Confidentiality Agreement”). Notwithstanding anything herein Any access to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact properties shall be arranged by and with a representative subject to the terms of the Company participatingCompany’s Leases and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing.

Access to Information; Confidentiality. (a) Upon Subject to Section 9.14, upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws, each of COVID-19 or any COVID-19 Measures IBTX and solely TCBI, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe officers, Merger Sub employees, accountants, counsel, advisors and their respective other representatives reasonable access of the other party, access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company each of IBTX and TCBI shall, and shall cause each of its respective Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that IBTX or TCBI, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither IBTX nor TCBI nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of IBTX’s or TCBI’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the Closing (or until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with Section 8.1), to all their respective propertiesupon reasonable notice, assets, books, contracts, commitments, personnel and records and, during such period, the Company Seller shall, shall cause its applicable subsidiaries and shall use its reasonable best efforts to cause each of its Subsidiaries Rexam and Rexam’s applicable subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement afford Purchaser and other document filed or received by it during such period pursuant its authorized Representatives reasonable access to the requirements of federal or state securities Laws Business Real Property and related Books and Records; and (ii) all furnish to the authorized Representatives of Purchaser such additional financial and operating data and other information concerning its business, properties and personnel regarding the Business (or copies thereof) as Parent or Merger Sub Purchaser may from time to time reasonably request (including Tax Returns filed and those require in preparation and the workpapers of its auditors). Nothing herein (including, order to prepare for the avoidance of doubtClosing; provided, this Section 5.2(a) and Section 5.2(b)) shall require the Company or however, that any of its Subsidiaries to provide such access or furnishing of information shall be scheduled and coordinated through the Person(s) set forth on Schedule 4.3 and shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of Seller’s or Rexam’s, as applicable, or their Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the Business; further provided, that neither Seller nor Rexam shall be required to disclose (or cause their respective Affiliates to disclose) any information to Purchaser if such disclosure would be reasonably likely to: (w) cause competitive harm to the extent that such action Business if the Transaction is not consummated; (Ax) would reasonably be expected to result in a waiver of jeopardize any attorney-client or other legal privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith ; or (Cy) would reasonably be expected to violate contravene any applicable Laws (including any Competition/Investment Law and any applicable Law relating to data protection), fiduciary duties or any confidentiality obligation owing Contracts; and provided, further, that notwithstanding anything to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such contrary herein, access to Parentthe Business Real Property shall not include the right to collect or otherwise take samples at said properties, if requested and (b) generally describe the type including samples of information that cannot be disclosed to Parent (to the extent not prohibited by law environmental media such as soils, surface waters, sediments or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation groundwater, or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingbuilding materials.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to the confidentiality agreement between Menlo and Foamix, subject to dated June 25, 2019 (the “Confidentiality Agreement”) and applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company Foamix shall, and shall cause each of its Subsidiaries the Foamix Subsidiary to, afford to ParentMenlo and its officers, Merger Sub employees, accountants, counsel, financial advisors and their respective representatives other representatives, access at all reasonable access during normal business hours times on reasonable notice during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records (provided, that such access shall not unreasonably interfere with the business or operations of Foamix) and, during such period, the Company Foamix shall, and shall cause each of its Subsidiaries the Foamix Subsidiary to, furnish promptly to Parent: Menlo (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws, and (ii) all other information concerning its business, properties properties, litigation matters and personnel as Parent or Merger Sub Menlo may reasonably request (including Tax Returns filed and those request; provided, that nothing in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) 5.3 shall require the Company Foamix to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (y) violate any of its Subsidiaries obligations with respect to provide confidentiality (provided, that Foamix shall, upon the request of Menlo, use its reasonable best efforts to obtain the required consent of any third party to such access or information to the extent that such action disclosure), or (Az) would reasonably be expected to result in a waiver the loss of attorney-client privilegeprivilege (provided, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company that Foamix shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the consent of such third party to provide such information and otherwise provide allow for such access to Parent, if requested and (b) generally describe the type or disclosure in a manner that does not result in a loss of information that cannot be disclosed to Parent (to the extent not prohibited by law attorney-client or the underlying documentother privilege). No investigation pursuant In addition, Foamix and its officers and employees shall reasonably cooperate with Menlo in Menlo’s efforts to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection comply with the Offerrules and regulations affecting public companies, including the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingXxxxxxxx-Xxxxx Act.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeExcept as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the loss or waiver of any attorney-client (or other legal) privilege, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering during the Merger TransactionsPre-Closing Period, the Company shall, shall (and shall cause each of its the Company Subsidiaries to), afford under the supervision of appropriate personnel of the Company and in such a manner as not to Parentunreasonably interfere with the normal operation of the business of the Company or any Company Subsidiary: (i) provide to Parent and its Representatives reasonable access, Merger Sub and their respective representatives reasonable access during normal business hours during and upon reasonable prior notice to the period from Company by Parent, to the date of this Agreement until the earlier officers, employees, agents, properties, offices and other facilities of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel Company and records and, during such period, the Company shallSubsidiaries and to the books and records, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement work papers and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws documents thereof (including up-to-date employee census documents), and (ii) all other furnish as promptly as practicable to Parent such information concerning its the business, properties properties, Company Products, Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent or Merger Sub its Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing request; provided that nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company to (or any of cause its Company Subsidiaries to provide to) afford such access or furnish such information to the that extent that such action the Company’s outside legal counsel advising it in writing that doing so would (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegepotentially contravene applicable Law, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board jeopardize any attorney-client (or any committee or subcommittee thereofother legal) related to the Merger Transactions, the strategic and financial alternatives process leading theretoprivilege, or any information or (C) require the disclosure of materials provided to the Company Board (or any committee resolutions or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer minutes of the Company Board, in each case, related to or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the OfferCompany Board’s consideration of the Merger; provided, further, that, in the case of the foregoing clause (A), the Merger Company shall use reasonable best efforts to provide such access or any disclosure in a manner that does not contravene applicable Law, in the case of the other Merger Transactions without the Company’s prior written consent foregoing clause (such consent not to be unreasonably withheld, conditioned or delayedB), and the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and Merger Sub acknowledge and agree if applicable, by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement that any would alleviate such contact loss of privilege, and, in the case of the foregoing clause (C), the Company shall be arranged by and with use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a representative manner that would not result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company participatingBoard, in each case, related to or in connection with the Company Board’s consideration of the Merger, including if applicable, by redacting any portions of such materials, minutes or resolutions related to the Company Board’s consideration of the Merger where such materials, minutes or resolutions include matters that are not related to the Company Board’s consideration of the Merger.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, accountants, counsel, financial advisers and other representatives, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel (including consultants and independent public accountants) and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns patent applications filed or being prepared to be filed with the U.S. Patent and those in preparation Trademark Office or analogous foreign authorities, filings made or proposed to be made with the FDA pursuant to the FDC Act and applicable regulations of the workpapers FDA and all correspondence with the FDA); provided, however, that the Company shall be required to disclose information that would otherwise jeopardize protections offered under the attorney-client privilege or the work-product doctrine or might violate any confidentiality obligations of the company only to appropriate counsel to the parties -whose access to such information would not jeopardize such privileges. Except as required by law, Parent will hold, and will cause its auditors). Nothing herein (includingofficers, for the avoidance of doubtemployees, this Section 5.2(a) accountants, counsel, financial advisers and Section 5.2(b)) shall require other representatives and affiliates to hold, any and all information received from the Company or any of its Subsidiaries to provide such access subsidiaries, directly or information indirectly, in confidence, according to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsConfidentiality Agreement dated September 17, the strategic and financial alternatives process leading thereto, or any information or materials provided to 1998 between the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent and Ethicon, Inc., an Affiliate of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document"Confidentiality Agreement"). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.45 40

Access to Information; Confidentiality. (a) Upon From the date hereof through the Effective Time, upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, shall and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours during the period from the date of this Agreement until the earlier to such of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel records (electronic or otherwise), officers and records andemployees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, during the Purchaser or Parent Representatives may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such periodaccess or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law or consistent with such privilege and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (ia) a copy of each material report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or with any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested Governmental Entity and (b) generally describe the type of internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Parent shall hold any such information that cannot be disclosed to Parent (in confidence to the extent not prohibited required by, and in accordance with, the provisions of the letter agreement dated as of September 3, 2007, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by law Parent or the underlying document). No investigation pursuant to this Section 5.2 Purchaser shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notnot affect, and shall cause their respective representatives not tobe deemed to modify, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), representations and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged warranties made by and with a representative of the Company participatingherein.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result Law, each of COVID-19 or any COVID-19 Measures SJW and solely for purposes of furthering the Merger Transactions, the Company CTWS shall, and shall cause each of its respective Subsidiaries to, afford to Parent, Merger Sub the other party and their respective representatives to the Representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until to the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIVIII, to all their respective properties, assetsproperties (including for purposes of conducting environmental site assessments; provided that no subsurface sampling or invasive testing shall be conducted as part of any such assessment), books, contracts, commitments, personnel and records and, during such period, the Company each of SJW and CTWS shall, and shall cause each of its respective Subsidiaries to, furnish promptly to Parent: the other party (i) to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or that either party may withhold any of its Subsidiaries to provide such access document or information (x) that is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as (provided that the Company withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) subject to Parentany attorney-client privilege or protections, including attorney work-product protections and confidentiality protections (provided that the withholding party shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege or protections), or (z) if requested and (b) generally describe the type sharing of such document or information that cannot be disclosed to Parent (would result in a violation of applicable Law. If any material is withheld by such party pursuant to the extent not prohibited proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Without limiting the generality of the foregoing, each of SJW and CTWS shall, within five Business Days of request by law or the underlying document)other party therefor, provide to such other party the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to which a holder of CTWS Common Stock would be entitled under Sections 33-946 and 33-704 of the CBCA. No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of confidentiality agreement dated August 10, 2016 between SJW and CTWS (the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering From the Merger Transactionsdate hereof until the Closing, the Company shall, and shall cause each its Subsidiaries and the officers, directors, employees, auditors and agents of the Company and its Subsidiaries to, afford to Parentthe officers, Merger Sub employees and their respective representatives agents of Buyer reasonable access during normal business hours during at all reasonable times to the period from the date of this Agreement until the earlier officers, agents, properties, offices, plants and other facilities, books and records of the Effective Time or the valid termination Company and each of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shallits Subsidiaries, and shall cause each of its Subsidiaries tofurnish Buyer with such financial, furnish promptly to Parent: operating and other data and information as Buyer, through their officers, employees or agents, or the Access Parties may reasonably request; provided, however, (i) a copy that the officers, employees and agents of each reportBuyer, scheduleand the Access Parities, registration statement shall not be permitted to conduct invasive environmental investigation or testing at any properties, offices, plants and other document filed facilities at which the Company conducts or received by it during such period pursuant to the requirements of federal or state securities Laws has conducted operations and (ii) all other that the Company may restrict the foregoing access and information concerning to the extent that the Company, in its businessreasonable judgment, properties and personnel as Parent determines that not doing so would (A) violate applicable Laws, (B) result in a risk of the loss of attorney-client privilege with respect to such information provided that the Company shall use reasonable best efforts to disclose such information in a way that would not waive such privilege, or Merger Sub may reasonably request (including Tax Returns filed and those C) result in preparation and the workpapers a violation of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require an agreement to which the Company or any of its Subsidiaries is a party; provided that the Company shall use reasonable best efforts to provide such give prompt notice to Buyer any time the Company restricts access or information pursuant to the extent that such action sub-clauses (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegeii)(A), (Bii)(B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying documentii)(C). No Any investigation pursuant to this Section 5.2 7.02 shall affect any representation or warranty be conducted in this Agreement of any party hereto or any condition a manner as not to interfere unreasonably with the obligations conduct of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer business of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingits Subsidiaries.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result Laws relating to the exchange of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsinformation, the Company each party shall, and shall cause each of its Subsidiaries to, to afford to Parent, Merger Sub the other party and their respective representatives its Representatives reasonable access during normal business hours during (and, with respect to books and records, the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant right to Article VII, copy) to all their respective of its and its Subsidiaries’ properties, assetscommitments, books, contractsContracts, commitmentsrecords and correspondence (in each case, personnel whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and records andother Representatives; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. Subject to applicable Laws, during such period, the Company shall, and Parent shall cause each of its Subsidiaries to, furnish promptly to Parent: the Partnership (i) a copy of each report, schedule, registration statement and other document filed filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal federal, state or state securities foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Authority thereunder), as applicable (other than documents which such party is not permitted to disclose under applicable Laws) and (ii) all other information concerning its Parent’s business, properties and personnel as Parent or Merger Sub the Partnership may reasonably request (request, including Tax Returns filed and those in preparation and all information relating to environmental matters. Notwithstanding the workpapers foregoing, no party shall have an obligation to disclose or provide access to any information the disclosure of its auditors). Nothing herein (including, for which the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company other party has concluded may jeopardize any privilege available to such party or any of its Subsidiaries Affiliates relating to provide such access information or information to would be in violation of a confidentiality obligation binding on such party or any of its Affiliates. Except for disclosures permitted by the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board Confidentiality Agreement, dated as of January 19, 2017 between Parent and the Partnership GP (or any committee or subcommittee thereof) related as it may be amended from time to the Merger Transactionstime, the strategic and financial alternatives process leading thereto“Confidentiality Agreement”), or any the each party shall hold information or materials provided to received from the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third other party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty 6.6 in this Agreement of any party hereto or any condition to confidence in accordance with the obligations terms of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering confidentiality agreements, from the Merger Transactionsdate hereof until the Effective Time, the Company shall, and shall cause each the Subsidiaries and the officers, directors, employees, auditors and agents of its the Company and the Subsidiaries to, afford to Parentthe officers, Merger Sub employees and their respective representatives agents of Parent and Purchaser reasonable access during normal business hours during to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices, plants and other facilities, books and records of the Effective Time or the valid termination of this Agreement pursuant to Article VIICompany and each Subsidiary, to all their respective propertiesshall furnish Parent and Purchaser with such financial, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws data and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub Purchaser, through its officers, employees or agents, may reasonably request (including Tax Returns filed and those in preparation shall instruct the employees, counsel and financial advisors of the Company and the workpapers Subsidiaries to cooperate reasonably (and subject to any applicable Laws, codes of its auditors). Nothing herein (includingconduct or similar requirements) with Parent, for Purchaser, and their officers, employees or agent in their investigation of the avoidance business of doubtthe Company and the Subsidiaries; provided, this Section 5.2(a) and Section 5.2(b)) however, that such access shall require only be provided to the extent that such access would not violate applicable Laws or the terms of any contract to which the Company or any of the Subsidiaries is a party or by which any of their respective assets are subject; provided, further, however, that to the extent that the Company or any of the Subsidiaries is restricted in or prohibited from providing any such access to any documents or data pursuant to any such contract for the benefit of any third party, each of the Company and any such Subsidiary shall use its Subsidiaries reasonable best efforts to obtain any approval, consent or waiver with respect to such contract that is necessary to provide such access to such officer, employee or agent. If any of the information or material furnished pursuant to this Section 7.04 includes materials or information subject to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegeany other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, (B) specifically relates each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the evaluationdesire, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic intention and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations mutual understanding of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to that the Chief Financial Officer sharing of the Company such material or another person designated in writing by the Company. Notwithstanding anything herein to the contraryinformation is not intended to, Parent and Merger Sub shall not, and shall cause their respective representatives not towaive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, contact any partner, licensor, licensee, customer work product doctrine or supplier of other applicable privilege. All such information provided by the Company in connection with that is entitled to protection under the Offerattorney-client privilege, the Merger work product doctrine or any of the other Merger Transactions without the Company’s prior written consent (applicable privilege shall remain entitled to such consent not to be unreasonably withheldprotection under these privileges, conditioned or delayed)this Agreement, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of under the Company participatingjoint defense doctrine.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Effective Time or the date, subject if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shallwill provide to Buyer (and its officers, directors, employees, accountants, consultants, legal counsel, agents and shall cause each of its Subsidiaries toother representatives, afford to Parentcollectively, Merger Sub and their respective representatives “Representatives”) reasonable access during normal business hours during to the period from Company’s and its subsidiaries’ properties, books, contracts and records, personnel and other information as Buyer may reasonably request regarding the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective propertiesbusiness, assets, booksliabilities, contractsemployees and other aspects of the Company; provided, commitmentshowever, personnel and records and, during such period, that the Company shallshall not be required to provide access to any information or documents which would, and shall cause each in the reasonable judgment of its Subsidiaries tothe Company, furnish promptly to Parent: (i) a copy of each reportbreach any agreement with any third-party, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all constitute a waiver of the attorney-client or other information concerning its businessprivilege held by the Company, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)iii) otherwise violate any applicable Laws. Nothing herein (including, for For the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require notwithstanding the foregoing, the Company or has not provided, shall not be required to provide, and following the Spin-Off the Company shall not have access to, the properties, books, contracts and records and other information as it relates to the business, assets, liabilities, employees and other aspects of the Drug Delivery Business, and neither the Company nor CPEX shall have any of its Subsidiaries obligation at any time to grant such access to Buyer; provided, however, that the Company shall reasonably cooperate to provide such requested information and access or information with respect to CPEX to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates related to the evaluationtransactions contemplated by this Agreement. The Company shall cause the officers, deliberation or minutes employees, consultants, agents, accountants, attorneys and other Representatives of the Company Board (or any committee or subcommittee thereof) related and its subsidiaries to the Merger Transactionsreasonably cooperate with Buyer and Buyer’s Representatives in connection with such investigation and examination, the strategic and financial alternatives process leading thereto, or any information or materials provided to Buyer and its Representatives shall cooperate with the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company and its Representatives and shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially their reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (minimize any disruption to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingbusiness.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Significant Subsidiaries to, afford to ParentPennCorp and to the officers, Merger Sub employees, accountants, counsel, financial advisors and their respective other representatives of PennCorp, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective its properties, assets, books, contracts, commitments, personnel and records and, during records. During such period, the Company shallwill, and shall will cause each of its Significant Subsidiaries to, make a reasonable amount of office space (including standard office equipment) at its offices in Lincolnshire, Illinois and Kokomo, Indiana, available to such agents, employees, advisers and other representatives of PennCorp as PennCorp shall designate. Upon reasonable notice, PennCorp shall make its executive officers available to the Company and its representatives during the period prior to the Effective Time for the purpose of permitting the Company to continue its review of PennCorp. During such period, each of the Company and PennCorp shall furnish promptly to Parent: the other party a copy of (i) a copy of each report, schedule, registration statement SAP Annual Statement and other document SAP Quarterly Statement filed or received by it its subsidiaries (including any separate account) during such period pursuant to the requirements of federal any applicable law, (ii) each SEC Document or state securities Laws PennCorp SEC Document, as the case may be filed by it (including any separate account) during such period, and (iii) all correspondence or written communication with A.M. Best and Company, Standard & Poor's Corporation, Moody's Investor Xxxxxxes, Inc., and with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operations of the Company and its subsidiaries taken as a whole, or to PennCorp and its subsidiaries taken as a whole, as the case may be. During such period, each of the Company and PennCorp shall furnish to the other party such other financial, operating and other data as may be reasonably required by the other party in order to perform its investigation regarding the representations and warranties made by the other party pursuant to this Agreement. Without limiting the foregoing, the Company shall furnish to PennCorp (i) after the end of each month, any management financial reports (together with all accompanying documents) prepared with respect to such month, (ii) all notices with respect to any alleged deficiency or violation material to the financial condition or operations of any subsidiary from any Governmental Entity, (iii) each written report on examination of financial condition or market conduct (whether in draft or final form) of any subsidiary issued by any applicable Governmental Entity, (iv) all material filings with insurance regulators made by any subsidiaries under the insurance holding company statutes of their domiciliary jurisdictions, (v) all material correspondence with, and any prepared summaries of meetings with, representatives of the IRS or other information taxing authorities, (vi) all material correspondence or communications with state insurance regulatory authorities concerning its businessany subsidiaries, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance without limitation, any such items relating to rehabilitation, insolvency, liquidation, supervision, or other comparable state proceeding, and (vii) all correspondence or communication with any rating agency. Except as required by law, each of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or and PennCorp will hold, and will cause its respective directors, officers, partners, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any of its Subsidiaries to provide such access or nonpublic information obtained from the other party in confidence to the extent that such action required by, and in accordance with, the provisions of the letter dated July 10, 1996, between PennCorp and the Company (Athe "Confidentiality Agreement") would reasonably be expected to result (in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes case of the Company Board (or any committee or subcommittee thereof) related to as though it were the Merger Transactions, the strategic and financial alternatives process leading thereto, or any party receiving information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying documentthereunder). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to Applicable Law and except for, subject to applicable logistical restrictions in connection with, or limitations as a result of COVID-19 (or for any actions that constitute) any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsMeasures, the Company Titanium agrees that it shall, and shall cause each of its Subsidiaries to, afford to ParentSilver and Silver’s Representatives reasonable access, Merger Sub upon reasonable advance written notice and their respective representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective properties, assetsits properties (other than for purposes of invasive testing), books, contracts, commitments, personnel and records and, during such period, the Company Titanium shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) Silver all other information (other than information regarding any Acquisition Proposal) concerning its business, properties and personnel as Parent may be reasonably requested (in each case, in a manner so as to not interfere in any material respect with the normal business operations of Titanium or Merger Sub its Subsidiaries); provided, however, that all such access shall be coordinated through Titanium or its Representatives in accordance with such procedures as they may reasonably request (including Tax Returns filed establish; and those in preparation and the workpapers of its auditors). Nothing herein (includingprovided, for the avoidance of doubtfurther, this Section 5.2(a) and Section 5.2(b)) that Titanium shall require the Company or any of its Subsidiaries not be required to provide permit such access or information to the extent that make such action (A) disclosure, if such disclosure or access would reasonably be expected likely to (i) violate the terms of any confidentiality agreement or any other Contract with a third party, (ii) result in a waiver the loss of any attorney-client privilege, work product doctrine (iii) violate or similar privilegematerially impair the contractual rights of its customers and tenants or (iv) violate any Applicable Law, it being agreed that, with respect to subclauses (i), (Bii) specifically relates to the evaluationand (iii), deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company Titanium shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable efforts to obtain allow for such access or disclosure in a manner that does not result in such loss, violation or impairment, including by seeking a waiver from the consent of such relevant third party party. Notwithstanding anything contained in this Agreement to the contrary, Titanium shall not be required to provide such information and otherwise provide such any access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (or make any disclosure to the extent not prohibited by law or the underlying document). No investigation other pursuant to this Section 5.2 shall affect any representation 6.02 to the extent such access or warranty in this Agreement of any party hereto information is reasonably pertinent to a litigation where Titanium or any condition of its Affiliates, on the one hand, and Silver or any of its Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. Titanium may reasonably designate any competitively sensitive material to be provided to Silver under this Section 6.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the obligations outside legal counsel of the parties heretoSilver and will not be disclosed by such outside legal counsel to employees (including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of Silver unless express permission is obtained in advance from Titanium or its legal counsel. All requests for access information exchanged pursuant to this Section 5.2 must 6.02 shall be directed subject to the Chief Financial Officer Mutual Non-Disclosure Agreement, dated as of November 8, 2019, between Titanium and Silver (the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. Each of Seller Parent and Recap Co agrees that, during the period commencing on the date hereof and ending on the Closing Date, it will (a) Upon reasonable advance written noticegive or cause to be given to Buyer and its counsel, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsfinancial advisors, the Company shallauditors, and shall cause each of its Subsidiaries tolenders, afford to Parent, Merger Sub investors and their respective authorized representatives reasonable in connection with the Recapitalization (collectively, "Representatives") access to the properties, books and records of the CRL Business and each of the CRL Companies to the extent that Buyer may from time to time reasonably request such access, (b) furnish or cause to be furnished to Buyer or its Representatives such financial and operating data and other information relating to the CRL Business, the CRL Business Assets and each of the CRL Companies as Buyer may from time to time reasonably request, (c) provide Buyer and its Representatives such access as Buyer may reasonably request to the representatives, officers and employees of its Affiliates actively involved in the CRL Business, and (d) assist Buyer and its Representatives as reasonably requested by Buyer in connection with the Recapitalization and related transactions, provided that such assistance will not unreasonably interfere with the conduct of the CRL Business; provided, however, that (i) access to the properties, books, records, representatives, officers and employees shall only be provided during normal business hours during hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the period from the date of this Agreement until the earlier operation of the Effective Time or the valid termination of this Agreement pursuant to Article VIICRL Business, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all requests for access shall be directed to Xxxx X. Xxxxxxxxxx, Vice President Business Development of Seller Parent, or such other person as Seller Parent shall designate from time to time, and (iii) Seller Parent shall have the right to have a representative present at all times access to properties, books, records representatives, officers and employees is provided. Buyer agrees that, prior to the Closing, it will, and will cause its Affiliates and Representatives to, continue to treat all information concerning its business, properties and personnel as so obtained from Seller Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to Affiliates as "Confidential Information" under the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Confidentiality Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, entered into between Seller Parent and Merger Sub shall notBuyer dated January 4, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of 1999 (the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed"Confidentiality Agreement"), and Parent will continue to honor its obligations thereunder and Merger Sub acknowledge and agree that if requested by Seller Parent, Buyer will cause any such contact shall be arranged by and with of its Representatives so requested to enter into a representative written agreement acknowledging the terms of the Company participatingConfidentiality Agreement and agreeing to be bound thereby.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures The Shareholder and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub Pubco and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or to its and to the valid termination of this Agreement pursuant to Article VII, to all their respective Shareholder and Company’s properties, assets, books, contracts, commitments, personnel and records and, during such period, the Shareholder and Company shall, and shall cause each of its Subsidiaries officers, employees and representatives to, furnish promptly to Parent: Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide Shareholder and Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Shareholder and Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Shareholder and Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Shareholder and Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notPubco will hold, and shall will cause their its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives not toand affiliates to hold, contact any partner, licensor, licensee, customer or supplier of the Company nonpublic information in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingconfidence.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date hereof to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsEffective Time, the Company shall, and shall cause each the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of its Subsidiaries the Company to, afford to Parent, Merger Sub the Representatives of Parent and their respective representatives Buyer reasonable access during normal business hours during at all reasonable times to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices and other facilities, books and records of the Effective Time Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the valid termination current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of this Agreement pursuant to Article VIIa confidentiality agreement with the Company dated July 5, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause each of its Subsidiaries Representatives to, furnish promptly cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent: (i) a copy . The use of each report, schedule, registration statement and any information for the purpose of evaluating the Merger or the other document filed or received transactions expressly contemplated by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as this Agreement that Parent or Merger Sub Buyer or any of their affiliates may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require possess regarding the Company or any of its Subsidiaries affiliates, including information provided under any agreement to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilegewhich Parent, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (Buyer or any committee or subcommittee thereof) related to of its affiliates, on the Merger Transactionsone hand, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of its affiliates, on the other Merger Transactions without the Company’s prior written consent (such consent hand, are a party, shall not to be unreasonably withhelddeemed a breach of any non-competition, conditioned non-disclosure or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and non-use agreement or other restrictive agreement with a representative of the Company participatingrespect thereto.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date hereof until the earlier to applicable logistical restrictions or limitations as a result occur of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the termination of furthering the Merger Transactionsthis Agreement in accordance with its terms, the Company shall, and shall cause each the Company Subsidiaries and the Representatives, auditors and agents of its the Company and the Company Subsidiaries to, afford to Parent, the Representatives of Parent and Merger Sub and their respective representatives reasonable access during normal business working hours during upon reasonable advance notice to the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIofficers, to all their respective propertiesemployees, agents, assets, booksproperties, contractsoffices, commitmentsplants and other facilities, personnel books and records and, during such period, of the Company shall, and each Company Subsidiary and shall cause each of its Subsidiaries tofurnish Parent and Merger Sub with such financial, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant data and information (including the work papers of the Company’s accountants, subject to the requirements prior consent of federal or state securities Laws and (iisuch accountants, which consent the Company shall use its reasonable best efforts to obtain as soon as practicable) all other information concerning its business, properties and personnel as Parent or Merger Sub Sub, through their Representatives, may reasonably request (including Tax Returns filed and those request, as long as these actions are in preparation and the workpapers of its auditors). Nothing herein (includingcompliance with all applicable data privacy/protection Laws; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company may restrict or otherwise prohibit access to any of its Subsidiaries to provide such access documents or information to the extent that (i) any applicable Laws (including any Laws relating to security clearances) requires the Company to restrict or otherwise prohibit access to such action documents or information, including any Laws with respect to a Contract with a Governmental Authority to which the Company or any of the Company Subsidiaries is a party that restricts access without an appropriate security clearance (Aexcept to the extent that personnel at Parent or its Representatives has the appropriate security clearance required), (ii) access by Parent or its Representatives to such documents or information would reasonably be expected give rise to result in a waiver material risk (based on the advice of the Company’s outside counsel and after giving due consideration of the existence of any common interest, joint defense or similar agreement between the parties) of waiving any attorney-client privilege, work product doctrine or similar privilegeother applicable privilege applicable to such documents or information, or (Biii) specifically relates access to the evaluation, deliberation or minutes of a Contract to which the Company Board (or any committee Company Subsidiary is a party or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretootherwise bound would violate or cause a default under, or any information give a Third Party the right to terminate or materials accelerate the rights under, such Contract; provided to further, however, that in the event that the Company Board (does not provide access or any committee or subcommittee thereof) information in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as reliance on the preceding proviso, the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to, as promptly as practicable, as the case may be, (x) obtain any necessary clearance or consent in order to obtain the consent of permit such third party to provide such information access or disclosure and otherwise (y) provide such access to Parent, if requested and (b) generally describe the type of or communicate such information that cannot be disclosed to Parent (including through its Representatives) in a way that would not violate the applicable Law or Contract or waive any such a privilege. Any investigation conducted pursuant to the extent access contemplated by this Section 6.2 shall be conducted in a manner that does not prohibited by law unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or damage or destroy any property or assets of the underlying document)Company or any of the Company Subsidiaries. No investigation Any access to the properties and documents of the Company and the Company Subsidiaries afforded pursuant to this Section 5.2 6.2(a) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access be provided pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notto, and shall cause their respective representatives not subject to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheldreasonable, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinggenerally applicable security measures.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to applicable logistical restrictions any confidentiality agreement or limitations as a result of COVID-19 similar agreement or arrangement to which the Company or any COVID-19 Measures and solely for purposes of furthering Company Subsidiary is a party (which such Person will use commercially reasonable efforts to cause the Merger Transactions, the Company shallcounterparty thereto to waive), and shall cause each except as would result in the loss or waiver of its Subsidiaries toany attorney-client, afford to Parentwork product or other applicable privilege, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodTime, the Company shallwill, and shall will cause each Company Subsidiary and each of its Subsidiaries their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with respect to the Company and the Company Subsidiaries, the “Company Representatives”) to, furnish promptly to Parent: (i) a copy of each reportprovide to Parent and Merger Sub and their respective Representatives (the “Parent Representatives”) reasonable access at reasonable times during normal operating hours upon prior notice to the officers, scheduleemployees, registration statement agents, properties, offices and other document filed or received by it during facilities of such period pursuant party and its Subsidiaries and to the requirements of federal or state securities Laws books and records thereof (including Tax Returns) and (ii) all other furnish promptly such information concerning its the business, properties properties, Contracts, assets, liabilities, personnel and personnel other aspects of such party and its Subsidiaries as Parent or Merger Sub the Parent Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent provided that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No no investigation pursuant to this Section 5.2 6.2 shall affect or be deemed to modify any representation or warranty in this Agreement of any party hereto made by the Company herein or any condition of the conditions to the obligations of the parties heretohereto under this Agreement. All requests for access pursuant The information referred to this Section 5.2 must in the previous sentence shall be directed subject to the Chief Financial Officer of Confidentiality Agreement, dated November 16, 2012, by and between the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of (the Company participating“Confidentiality Agreement”).

Access to Information; Confidentiality. Subject to the terms of the confidentiality agreement between Parent and the Company dated as of April 23, 2002 (a) Upon the "Confidentiality Agreement"), upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company each party shall, and shall cause each of its Subsidiaries to, afford to Parentthe other party and to their Representatives, Merger Sub reasonable and their respective representatives reasonable prompt access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contractsContracts, commitments, personnel and records and, during such period, the Company each party shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement statement, form and other document (including all exhibits and all other information incorporated therein) filed or received by it during such period pursuant to the requirements of federal domestic or state foreign (whether national, Federal, state, provincial, local or otherwise) securities Laws laws and (iib) all other information concerning its and its Subsidiaries' business, properties properties, assets, books, Contracts, commitments, personnel and personnel records as Parent or Merger Sub the other party may reasonably request (including Tax Returns filed and those in preparation and request. Except for disclosures expressly permitted by the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board (Confidentiality Agreement, each party shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party, directly or any committee or subcommittee thereof) related to indirectly, in confidence in accordance with the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Confidentiality Agreement. No investigation pursuant to this Section 5.2 shall 5.03 or information provided or received by any party hereto pursuant to this Agreement will affect any representation of the representations or warranty warranties of the parties hereto contained in this Agreement of any party hereto or any condition the conditions hereunder to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, From the date of this Agreement until the Effective Time and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsApplicable Law, the Company shall, and shall cause each of its Subsidiaries to, afford (i) give to Parent, Merger Sub its counsel, financial advisors, auditors and their respective other authorized representatives reasonable access during normal business hours during to its offices, properties, books and records, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the period from the date of this Agreement until the earlier conduct of the Effective Time or business of the valid termination of this Agreement Company. All information furnished pursuant to Article VIIthis Section shall be subject to the confidentiality agreement, to all their respective propertiesdated as of May 9, assets2007, books, contracts, commitments, personnel between Parent and records and, during such period, the Company shall, and (the “Confidentiality Agreement”). No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.04 shall cause each affect or be deemed to modify any representation or warranty made by the Company hereunder. Neither the Company nor any of its Subsidiaries shall be obligated to provide access to, furnish promptly or to Parent: (i) a copy disclose, any information to Parent if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such Applicable Law. All requests for information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation made pursuant to this Section 5.2 6.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer an executive officer of the Company or another person such Person as may be designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingexecutive officers.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, Contracts, personnel and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: the other Parties (i) any information concerning such Party or its respective subsidiaries (including with respect to any pending or threatened Action) as the other Party may reasonably request and (ii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and (ii) all telephone conferences with the other information concerning its business, properties Parties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information their Representatives prior to the extent that such action (A) would reasonably be expected to result in a waiver mailing of attorney-client privilegethe Proxy Statement, work product doctrine or similar privilege, (B) specifically relates prior to the evaluationStockholders Meeting, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsrespectively, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would at such other times as may be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, none of the Parties shall be required by this Section 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice in accordance with this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Parties and any of their respective subsidiaries that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer of Merger Effective Time, the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or parties with which any of the other Merger Transactions Parties or any other of their respective subsidiaries has a business relationship regarding the business of the other Parties and their respective subsidiaries or this Agreement and the transactions contemplated by this Agreement without the Company’s prior written consent of such other Party (such consent not to be unreasonably withheldprovided, conditioned or delayed)that, and Parent and Merger Sub acknowledge and agree that any such contact for the avoidance of doubt, nothing in this Section 7.2(a) shall be arranged by and with a representative deemed to restrict the Parties from contacting such parties in pursuing the business of the Company participatingParties operating in the ordinary course).

Access to Information; Confidentiality. (a) Upon Subject to applicable Laws, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, each Party Group shall (and shall cause each the members of its Subsidiaries such Party Group to) afford the officers, afford to Parentemployees, Merger Sub counsel, accountants and their respective other representatives and advisors of the requesting Party Group reasonable access access, during normal business hours during the period from the date of this Agreement Execution Date until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIClosing Date, to all their respective its properties, assets, books, contracts, commitments, personnel contracts and records andas well as to their management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party Group and the members of its Party Group. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s officers, employees, counsel, accountants and other representatives and advisors in connection with the access provided pursuant to this Section 5.2, and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Subject to applicable Laws, during such period, the Company shall, each Party Group shall (and shall cause each the members of its Subsidiaries such Party Group to, ) furnish promptly to Parent: the other Party Group (i) a copy of each report, schedule, registration statement and other document filed filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal Federal, state or state securities foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Entity thereunder), as applicable (other than documents which such Party Group is not permitted to disclose under applicable Laws) and (ii) all other information concerning its the disclosing Party Group’s business, properties and personnel as Parent or Merger Sub the requesting Party Group may reasonably request (request, including Tax Returns filed and those all information relating to environmental matters. Notwithstanding the foregoing, a Party Group shall have no obligation to disclose or provide access to any information the disclosure of which such Party Group has concluded may jeopardize any privilege available to such Party Group relating to such information or would be in preparation and violation of a confidentiality obligation binding on such Party Group. Except for disclosures permitted by the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board Confidentiality Agreement, dated as of June 18, 2014 between ACMP and WPZ (or any committee or subcommittee thereof) related as it may be amended from time to the Merger Transactionstime, the strategic and financial alternatives process leading thereto“Confidentiality Agreement”), or any each party shall hold information or materials provided to received from the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third other party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to confidence in accordance with the obligations terms of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as otherwise prohibited by applicable Law or the terms of any Contract to applicable logistical restrictions or limitations as a result of COVID-19 which the Company or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries tois subject (provided, afford that the Company shall use its reasonable best efforts to Parentpromptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of date on which this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel is terminated in accordance with its terms and records and, during such periodthe Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent: (i) a copy of each reportParent such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed or received by it during such period pursuant to aspects of the requirements of federal or state securities Laws Company and (ii) all other information concerning its business, properties and personnel Subsidiaries as Parent or Merger Sub its Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest, for the avoidance of doubtprovided, this Section 5.2(a) and Section 5.2(b)) shall require however, that the Company or any of its Subsidiaries shall not be required to provide access to or disclose any information if such access or information to the extent that such action disclosure would (A) would reasonably be expected to result in a waiver of jeopardize any attorney-client privilege, work product doctrine or similar privilegeother applicable privilege of the Company or any of its Subsidiaries, (B) specifically relates violate any Contract entered into prior to the evaluationdate of this Agreement, deliberation Law or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsOrder, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to give a third party so long as the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to obtain the consent of cause such information to be provided in a manner that would not result in such jeopardy or violation or third party to provide such information and otherwise provide such access to Parent, if requested right; and (biii) generally describe instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the type of information that canforegoing, any such investigation shall be conducted in such a manner as not be disclosed to Parent (to unreasonably interfere with the extent not prohibited by law business or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer operations of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingits Subsidiaries.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective subsidiaries is a party or pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and Parent shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not subsidiaries to): (i) provide to the other party (and the other party’s officers, contact directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records thereof, including access to enter any partnerreal property owned, licensorleased, licensee, customer subleased or supplier occupied by such party or such party’s Subsidiary in order to conduct an environmental assessment of such property (provided that no subsurface investigation work of the sort commonly referred to as “Phase II” investigatory work shall be conducted absent the prior written consent of the other party, which consent shall not be unreasonably withheld); and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request; provided, however, that (A) no pricing or other competitively sensitive information retrieved from the Company will be made available to persons who are involved in any pricing or sales activity at Parent or any Parent Subsidiary, (B) no pricing or other competitively sensitive information retrieved from Parent will be made available to persons who are involved in any pricing or sales activity at the Company or any Company Subsidiary and (C) neither Parent nor the Company shall use any information obtained from the other party for any purpose other than evaluation of such other party in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingthis Agreement.

Access to Information; Confidentiality. (a) Upon From the date hereof through the Effective Time, upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, shall and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours during the period from the date of this Agreement until the earlier to such of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel records, officers and records andemployees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, during such periodthe Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (ia) a copy of each material report, schedule, registration statement and other document filed or received by it during with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such period pursuant reports are made available to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)Company’s personnel. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require Neither the Company or nor any of its Subsidiaries shall be required to provide such access to or to disclose information to the extent that such action (A) access or disclosure would reasonably be expected to result in a waiver of jeopardize the attorney-client privilegeprivilege of such Person or contravene any applicable Law, work product doctrine in which latter case the Company and its Subsidiaries shall provide access to or similar privilege, (B) specifically relates disclose such information to the evaluationfullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, deliberation permits or minutes of other consents or approvals to permit the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party its Subsidiaries to provide such information and otherwise provide such Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, if requested and (b) generally describe the type of such information. Parent shall hold any such information that cannot be disclosed to Parent (in confidence to the extent not prohibited by law or required by, and in accordance with, the underlying documentprovisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). No Any investigation pursuant to this Section 5.2 by Parent shall not affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations representations and warranties of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsEffective Time, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, afford and shall use its reasonable best efforts to Parentcause its and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and their respective representatives the Parent Representatives reasonable access during normal business hours during in such a manner as not to interfere unreasonably with the period from operation of any business conducted by the date of this Agreement until Company or any Company Subsidiary, upon prior notice to the earlier Company, to the officers, employees, properties, offices and other facilities of the Effective Time or Company and the valid termination of this Agreement pursuant Company Subsidiaries and to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel the books and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws thereof and (ii) all other furnish promptly such information concerning its the business, properties properties, contracts, assets and personnel liabilities of the Company and Company Subsidiaries as Parent or Merger Sub the Parent Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company shall not be required to (or to cause any of its Subsidiaries to provide Company Subsidiary to) afford such access or furnish such information to the extent that such action the Company believes that doing so would: (A) would reasonably be expected result in the loss of attorney-client privilege (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a waiver loss of attorney-client privilege, work product doctrine or similar privilege), (B) specifically relates to result in the evaluation, deliberation disclosure of any trade secrets of third parties or minutes violate any obligations of the Company Board (or any committee Company Subsidiary with respect to confidentiality to any third party or subcommittee thereof) related otherwise breach, contravene or violate any then effective Contract to which the Merger Transactions, the strategic and financial alternatives process leading thereto, Company or any information or materials Company Subsidiary is party (provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent any consents of such third party parties that are necessary to provide allow such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent and its Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of this clause (B), including pursuant to the extent not prohibited by law or the underlying document). No investigation use of “clean room” arrangements pursuant to this Section 5.2 shall affect which Representatives of Parent could be provided access to such information) or (C) breach, contravene or violate any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingapplicable Law.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until Until the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodSection 9.01, the Company shall, shall and shall cause each of its Subsidiaries to, furnish promptly to afford to Parent: , its Subsidiaries and their respective Representatives, reasonable access during normal business hours, upon reasonable prior notice to the Company, to all of the Company’s and its Subsidiaries’ properties, books and records (ibut excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy Laws and any documents, records or information that relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 6.02, to any Takeover Proposal) and to those management or other key employees of the Company to whom Parent reasonably requests access, and, during such period, and subject to the limitations described in parentheses above, the Company shall furnish to Parent, as promptly as reasonably practicable, (a) all information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request and (b) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its businesslaws. Notwithstanding the foregoing, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and neither the workpapers Company nor any of its auditors). Nothing herein Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would (including, for i) reasonably be expected to jeopardize the avoidance attorney-client privilege of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing obligations to a third party so long as (in which case the Company will give notice to Parent of the fact that it is withholding such information or documents and the Parties will use their reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practical in the circumstances), or (ii) contravene any applicable Law. Parent and the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives (as applicable) to comply with, contact any partner, licensor, licensee, customer or supplier all of their respective obligations provided in the Company in connection Confidentiality Agreement with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not respect to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation obtained pursuant to this Section 7.01.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including; provided, for however, that the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) foregoing shall not require the Company or to disclose any of its Subsidiaries to provide such access or information to the extent that such action (A) disclosure would contravene applicable Law. None of the Company or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to result in violate a waiver Contract or obligation of confidentiality owing to a third party, or waive the protection of an attorney-client privilege, work product doctrine or similar other legal privilege, (B) specifically relates to . The parties will make appropriate substitute disclosure arrangements under circumstances in which the evaluation, deliberation or minutes restrictions of the Company Board (or any committee or subcommittee thereof) related to preceding sentence apply. All such information shall be held confidential in accordance with the Merger Transactions, terms of the strategic and financial alternatives process leading thereto, or any information or materials provided to letter agreement between the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and dated February 28, 2014 (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 5.4 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to contractual and legal restrictions applicable logistical restrictions to the Company or limitations as a result of COVID-19 Parent or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionstheir respective Subsidiaries, each of the Company and Parent shall, and shall cause each of its respective Subsidiaries to, afford to Parentthe other party and to the Representatives of such other party, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all of their respective properties, assets, books, contracts, commitments, personnel and records (including the work papers of independent accountants, if available and subject to the consent of such independent accountants), and, during such period, each of the Company and Parent shall, and shall cause each of its respective Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide that such access or information to does not unreasonably disrupt the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes normal operations of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law Acquired Companies or the underlying document)Parent Companies, as applicable. No investigation pursuant to this Section 5.2 5.6 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. This Section 5.6 shall not require any Acquired Company or Parent Company to permit any access, or to disclose any information, that in the reasonable judgment of such party would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any of its obligations with respect to confidentiality if such party shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the loss of attorney-client privilege with respect to such information or (iii) in the case of documents or portions of documents relating to pricing or other matters that are highly sensitive, a violation of applicable Law (including any Regulatory Law). If any material is withheld by such party pursuant to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. All requests for access information exchanged pursuant to this Section 5.2 must 5.6 shall be directed subject to the Chief Financial Officer of Mutual Confidentiality and Non-Disclosure Agreement, dated August 3, 2016, between the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of (the Company participating“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering From the Merger Transactionsdate hereof until the Effective Time, the Company shalland its subsidiaries, on the one hand, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub on the other hand, (i) will give to the other party, its counsel, financial advisors, auditors, and their respective other authorized representatives reasonable access access, during normal regular business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIand upon reasonable advance notice, to all their respective the employees, offices, properties, assets, books, contracts, commitments, personnel and records andof such party, during such period, in each case as the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws party may reasonably request and (ii) all furnish to the other party and its representatives such financial and other data and information concerning as the other party and its businessrepresentatives may reasonably request. The foregoing shall not include information that is not germane to the transactions contemplated hereby, properties and personnel information regarding any sale or merger or combination of WEUS, the Company, or any of its subsidiaries (whether as a sale of assets or ownership interests) to or with any Person other than Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingSubsidiary, for the avoidance of doubtor information prepared by Weatxxxxxxx, this Section 5.2(a) and Section 5.2(b)) shall require XXUS, the Company or any of its Subsidiaries subsidiaries (or any of their respective representatives) relating to this Agreement or the transactions contemplated hereby. A party shall have the right to have a representative present at all times of any inspections, interviews, or examinations conducted at the offices or facilities or on the properties of such party. The Company and its subsidiaries, on the one hand, and Parent, on the other hand, will instruct their respective employees and representatives to cooperate with the other party in its investigations; provided, however, that any access or disclosure of the type contemplated in this Section 7.7 which, in the reasonable judgment of the party asserting such denial, would operate to cause the waiver of any attorney-client, work product, or other privilege or result in the violation of an obligation or agreement of confidentiality may be denied. Each party further agrees that if the other party inadvertently furnishes such party with information or access not required in accordance with the preceding sentence, such party will, upon the other party's request, promptly return same to the other party together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). In addition, Parent shall only have access to, and the Company and its subsidiaries shall only be required to provide such Parent with access or information to, Retained E-mail to the extent that such action (A) would reasonably be expected to result set forth in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Section 7.9. No Any investigation pursuant to this Section 5.2 7.7 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its subsidiaries, on the one hand, and Parent, on the other hand, as the case may be, and no investigation pursuant to this Section 7.7 shall affect any representation or warranty in this Agreement of made by any party hereto hereunder. Each party shall indemnify, defend, and hold harmless the other (including its affiliates) from and against any losses asserted against or any condition to suffered by the obligations other party relating to, resulting from, or arising out of the parties hereto. All requests for access examinations or inspections made by such party or its authorized representatives pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating7.7.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures Parent and solely for purposes of furthering the Merger Transactions, the Company shall, shall (and shall cause each of its Subsidiaries to, ) (i) afford to Parentthe officers, employees, accountants, counsel, financial advisors and other representatives, and any potential debt or equity financing sources of Parent or any other direct or indirect third party co-investor in Canada Sub, Bid Sub, Merger Sub and their respective representatives reasonable access or the Surviving Company, access, during normal business hours during the period from the date of this Agreement until before the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIand the Effective Time, to all their respective its properties, assets, books, contracts, commitments, personnel records and records and, officers and (ii) during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) make available all other information concerning its business, properties and personnel personnel, in each case, as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those request. Notwithstanding anything in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and 7.2 or Section 5.2(b)) shall require 7.3 to the Company or contrary, neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize any legally recognized privilege applicable to such information or violate or contravene any applicable Laws or binding agreement entered into before the execution of this Agreement (including any Laws relating to privacy). The parties shall use commercially reasonable efforts to take appropriate actions as are necessary to permit disclosure, including entering into a joint defense agreement or other arrangement to avoid loss of the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegemake appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply, (B) specifically relates including adopting additional specific procedures to protect the confidentiality of certain sensitive material and to ensure compliance with applicable Law, and, if necessary, restricting review of certain sensitive material to the evaluation, deliberation receiving party’s financial advisors or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any outside legal counsel. No information or materials provided to the Company Board (or knowledge obtained in any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to under this Section 5.2 7.2 shall affect or be deemed to modify any representation or warranty in this Agreement of made by any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering confidentiality agreements, from the Merger Transactionsdate hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries toand the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to afford to Parent, Merger Sub and their respective representatives following notice from Parent to the Company in accordance with this Section 7.03, reasonable access during normal business hours during to the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIofficers, to all their respective employees, agents, properties, assetsoffices, booksplants and other facilities, contracts, commitments, personnel books and records and, during such period, of the Company shalland each Subsidiary, and shall cause each of its Subsidiaries toall other financial, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws data and (ii) all information and any other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or neither Parent nor any of its Subsidiaries to provide such access representatives shall (i) contact or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or have any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection discussions with the Offer, the Merger or any of the other Merger Transactions without the Company’s or Subsidiaries’ employees, agents, or representatives, unless in each case Parent obtains the prior written consent (such consent of the Company, which shall not to be unreasonably withheld, conditioned or delayed), (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (iii) damage any property or any portion thereof, or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct or review, as applicable, and Parent and Merger Sub acknowledge and agree is required to give the Company such written notice at least one (1) Business Day prior to the date that any tenant of a Company Property which Parent wishes to inspect is entitled to receive notice of any such contact inspection under the applicable Company Lease. The Company shall be arranged by and with a representative entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company participatingor its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement, provided that, if requested to do so by Parent, the Company shall use its commercially reasonable efforts to obtain a waiver from the counterparty.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to compliance with applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaws, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, Merger Sub employees, investment bankers, attorneys, accountants, consultants and their respective other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contractsrecords, commitmentsContracts, personnel Permits, documents, information, directors, officers and records andemployees, and during such period, period the Company shall, and shall cause each of its Subsidiaries to, furnish promptly make available to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other Parent any information concerning its business, properties and personnel business as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers work papers of its auditorsBDO USA LLP). Nothing herein Following the date of this Agreement and prior to the Effective Time, Parent may (includingbut shall not be required to), for following reasonable notice to the avoidance of doubtCompany, this Section 5.2(a) contact and Section 5.2(b)) shall require interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its Subsidiaries to provide such access officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information to the extent that such action (A) would reasonably be expected to result in by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of attorney-client privilegethis Agreement, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes obligations of the Company Board parties (or any committee or subcommittee thereofremedies with respect thereto) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition conditions to the obligations of the parties heretounder the Agreement. All requests for access pursuant Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to this Section 5.2 must be directed to the Chief Financial Officer of hold, any and all information received from the Company or another person designated confidential in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection accordance with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger Transactionsterms hereof, the Company shall, (i) will provide and shall will cause each of its Subsidiaries to, afford to Parent, Merger Sub and its and their respective representatives reasonable Representatives to provide Parent, Purchaser and their Representatives, access during normal to the officers, management, employees, offices, properties (including current and future factories supplying products to the Company), materials, Company Contracts, books and records and such other financial, operating and other relevant documents and data (including sourcing information) of the Company and its Subsidiaries reasonably requested by Purchaser (so long as such access does not materially interfere with the operations of the Company), (ii) will permit, after commencement of the Offer in accordance with this Agreement, a minimum of three Representatives of Purchaser (or such lesser number as Purchaser may determine) (each such Representative, a “Qualified Representative”) to meet with Company personnel regarding the commercial business hours or operations of the Company or its Subsidiaries (it being understood that for purposes hereof, Xxxxx Xxxxxxxxx shall be deemed to be a Qualified Representative), (iii) will permit Purchaser to make one presentation to the Company Board during the two week period from following the date of this Agreement until Agreement. The Company will reasonably assist Purchaser’s communications with the earlier Company’s employees with respect to this Agreement, the transactions contemplated hereby and the future operations of the Effective Time or Company and the valid termination role of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodemployees within that business. Notwithstanding the foregoing, the Company shall, and shall cause each not be obligated to comply with the foregoing provisions of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a6.4(a) and Section 5.2(b)(A) shall require with respect to materials, documents or information relating to this Agreement or the transactions contemplated hereby, or any Takeover Proposal, Superior Proposal, contemplated Recommendation Change or Alternative Acquisition Agreement or (B) if the Company determines in its reasonable business judgment that (1) such compliance would be reasonably expected to result in the violation of applicable Law or a material breach of an agreement to which the Company or any of its Subsidiaries is a party or (2) such noncompliance is necessary or advisable to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of preserve attorney-client privilegeclient, work work-product doctrine or any similar privilege, or to protect any trade secret. All information (Bwhether oral, written or in any other form) specifically relates to the evaluation, deliberation exchanged or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation received pursuant to this Section 5.2 6.4(a) shall affect any representation or warranty be deemed to be “Proprietary Information”, as defined in this Agreement of any party hereto or any condition and subject to the obligations terms of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company Each Principal Party shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during throughout the period from the date of this Agreement until the earlier of hereof to the Effective Time or Time, (i) provide the valid termination of this Agreement pursuant to Article VIIother Principal Party and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of such Principal Party and its Subsidiaries and their respective assets, properties, assetsbooks and records, books, contracts, commitments, personnel but only to the extent that such access does not unreasonably interfere with the business and records and, during operations of such period, the Company shallPrincipal Party and its Subsidiaries, and shall cause each of its Subsidiaries to, (ii) furnish promptly to Parent: such persons (i) a copy of each report, schedulestatement, registration statement schedule and other document filed or received by it during such period Principal Party or any of its Subsidiaries pursuant to the requirements of federal or state securities Laws laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein data (including, for without limitation, copies of Contracts, Inprise Employee Benefit Plans or Corel Employee Benefit Plans, as the avoidance case may be, and other books and records) concerning the business and operations of doubtsuch Principal Party and its Subsidiaries as the other party or any of such other persons reasonably may request. Notwithstanding anything herein to the contrary, this Section 5.2(a) and Section 5.2(b)) nothing herein shall require the Company any Principal Party or any of its Subsidiaries to provide such access or disclose any information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (other Principal Party or any committee of its Representatives if such disclosure would be in violation of (i) any applicable law or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretoregulation of any Governmental or Regulatory Authority, or (ii) any information or materials provided agreement to which such Principal Party is a party on the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)date hereof. No investigation pursuant to this Section 5.2 paragraph or otherwise shall affect any representation or warranty contained in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access Any such information or material obtained pursuant to this Section 5.2 must 6.01 that constitutes "Confidential Information" (as such term is defined in the letter agreement dated as of January 11, 2000 between Inprise and Corel (the "Confidentiality Agreement") shall be directed to governed by the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon Subject to Section 6.2(b) and applicable Law and Environmental Law, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, each Party Group shall (and shall cause each its Consolidated Group to) afford the Representatives of its Subsidiaries tothe requesting Party Group reasonable access, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement Execution Date until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIClosing Date, to all their respective its properties, assets, books, contracts, commitments, personnel contracts and records as well as to their management personnel; provided, however, that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party Group and its Consolidated Group and, in no event, shall include invasive sampling or testing of the environment (including any soils, sediments, groundwater, surface water, atmosphere) or any improvements. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s Representatives in connection with the access provided pursuant to this Section 6.2(a) and shall be indemnified and held harmless by the requesting Party Group from and against any losses suffered by the disclosing Party Group or Representatives in connection with any such personal injuries. Subject to Section 6.2(b) and applicable Law or Environmental Law, during such period, the Company shall, each Party Group shall (and shall cause each of its Subsidiaries Consolidated Group to, ) furnish promptly to Parent: the Other Parties (i) a copy of each report, schedule, registration statement and other document filed filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal federal, state or state securities Laws foreign laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Entity thereunder, as applicable (other than documents which such Party Group is not permitted to disclose under applicable Law and Environmental Law) and (ii) all other information concerning its the disclosing Party Group’s business, properties and personnel as Parent or Merger Sub the requesting Party Group may reasonably request (request, including Tax Returns filed and those all information relating to environmental matters that is in preparation and the workpapers possession of its auditors). Nothing herein (includingthe disclosing Party Group; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) that neither Party Group shall require the Company or any of its Subsidiaries be obligated to provide such access or information furnish to the extent that such action Other Parties any reports, schedules, documents, analyses, projections or other information relating to (A) would reasonably be expected to result in a waiver the approval or consideration of attorney-client privilege, work product doctrine this Agreement or similar privilege, the transactions contemplated hereby or (B) specifically relates any other strategic alternative considered by such Party Group at any time, including any MLP Takeover Proposal). Information that a Party Group concludes in good faith may be subject to any applicable privilege shall be shared under a joint defense agreement or such similar arrangement so as to preserve the evaluationapplicable privilege. Notwithstanding the foregoing, deliberation a Party Group shall have no obligation to disclose or minutes of the Company Board (or any committee or subcommittee thereof) related provide access to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) disclosure of which such Party Group has concluded would be in connection therewith or (C) would reasonably be expected to violate any applicable Law or any violation of a confidentiality obligation owing owed to a third party so long as the Company shall promptly notify Parent of any and binding on such confidentiality obligations Party Group or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConsolidated Group.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to the applicable limitations (if any) in Sections 5.1 and 5.4, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures between the date hereof and solely for purposes of furthering the Merger TransactionsClosing Date, the Company shallwill, and shall will cause each of its Subsidiaries to, afford and will use commercially reasonable efforts to cause their respective officers, employees and representatives to, provide Purchaser and its Affiliates and their authorized representatives and Purchaser’s financing sources with all information (financial and otherwise) concerning the Company and its Subsidiaries as reasonably requested from time to time by Purchaser or Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, including but not limited to all their respective propertiesinformation reasonably necessary for inclusion in the prospectus and shareholder circular to be delivered by Parent to its shareholders in connection with the Merger and the Rights Issue (the “Parent Shareholders Circular”) in connection with Parent’s convening of an extraordinary general meeting (including any postponement or adjournment thereof, assets, books, contracts, commitments, personnel the “EGM”) in order to solicit the Parent Shareholder Approval. Subject to the applicable limitations (if any) in Sections 5.1 and records and, during such period5.4, the Company shallwill, and shall will cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and will use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective directors, officers, employees and representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company provide all cooperation reasonably necessary in connection with the OfferEGM of shareholders of Parent to approve the transactions expressly contemplated by this Agreement, including (i) reasonably cooperating in the Merger or any preparation of the other Merger Transactions without the Company’s prior written consent Parent Shareholders Circular (such consent not as required to be unreasonably withheldamended from time to time) such that the information relating to the Company and its Subsidiaries does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, conditioned or delayed)in light of the circumstances under which they were made, not misleading, (ii) reasonably cooperating in Parent’s and Purchaser’s preparation of the Parent Shareholders Circular and audited and other financial statements complying with the requirements of applicable Law and the rules and regulations of the U.K. Financial Services Authority with respect to the Parent Shareholders Circular, and Parent and Merger Sub acknowledge and agree that any (iii) taking such contact shall other actions as are reasonably necessary to be arranged taken by and with a representative of the Company participatingand its Subsidiaries in connection with the EGM.

Access to Information; Confidentiality. (a) Upon During the Interim Period, to the extent permitted by applicable Law and contracts, upon reasonable advance written noticeadvanced notice and at the reasonable request of the other Party, and subject to applicable logistical the reasonable restrictions or limitations as a result imposed from time to time upon advice of COVID-19 or any COVID-19 Measures counsel, each of Company and Parent, solely for the purposes of furthering the Merger Transactionsand the other transactions contemplated hereby or integration planning relating thereto, the Company shall, and shall cause each of its Company Subsidiaries and the Parent Subsidiaries, respectively, to, afford to Parent, Merger Sub and their respective representatives the Representatives of such other Party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all of their respective propertiesproperties (provided that no invasive testing may be conducted), assetsoffices, books, contracts, commitments, personnel and records records; provided that all such access shall be coordinated through the other Party or its Representatives in accordance with such procedures as they may reasonably jointly establish. and, during such period, the each of Company and Parent shall, and shall cause each of its the Company Subsidiaries and the Parent Subsidiaries, respectively, to, furnish reasonably promptly to Parent: the other Party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other Party may reasonably request (including Tax Returns filed request, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and those in preparation consultants; provided that any access to properties and personnel shall be subject to reasonable requirements established by the workpapers of its auditors)providing Party with respect to COVID-19 or COVID-19 Measures. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company No representation or any of its Subsidiaries to provide such access or information warranty as to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type accuracy of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided pursuant to this Section 5.2 7.2 is made and the Parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article 4 or Article 5, and no investigation under this Section 7.2(a) or otherwise shall affect any representation of the representations and warranties of Company or warranty of Parent respectively, contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, neither Company nor Parent shall be required by this Section 7.2(a) to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice, (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives or (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of loss of privilege to the disclosing Party. The Parties will cooperate in good faith to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Each of Company and Parent will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access pursuant to access, data and information hereunder. Except as otherwise provided in this Section 5.2 must be directed Agreement, prior to the Chief Financial Officer Effective Time, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Company shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or any of parties with which the other Merger Transactions Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the Company’s prior written consent of such other Party (provided, that, for the avoidance of doubt, nothing in this Section 7.2(a) shall be deemed to restrict Parent or Company and their respective Representatives and Affiliates from contacting such consent not to be unreasonably withheld, conditioned or delayed), and parties in pursuing the business of Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of Company respectively operating in the Company participatingordinary course).

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws (including the Pandemic Measures), each of COVID-19 or any COVID-19 Measures Xxxxxxx and solely Sterling, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe officers, Merger Sub employees, accountants, counsel, advisors and their respective other representatives reasonable access of the other party, access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, the Company each of Xxxxxxx and Sterling shall, and shall cause each of its respective Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that Xxxxxxx or Sterling, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither Xxxxxxx nor Sterling nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of Xxxxxxx’x or Sterling’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and Each party shall cause each of its Subsidiaries to, afford to Parentthe other party and its accountants, Merger Sub counsel, financial advisors and their respective other representatives reasonable (the "Representatives") full access during normal business hours during and upon reasonable notice throughout the period from prior to the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, Closing Date to all their respective of its (and its Subsidiaries') properties, assets, books, contracts, commitmentsinsurance policies, personnel studies and reports, environmental studies and reports, commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: upon written request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period any party pursuant to the requirements of any Applicable Law or filed by it with any Authority in connection with the Merger or any other report, schedule or documents which may have a material effect on the businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations of their respective businesses, and (ii) such other information concerning any of the foregoing as ATC or Target shall reasonably request. All Confidential Information furnished pursuant to the provisions of this Agreement, including without limitation this Section, or developed based upon disclosures pursuant to this Agreement or otherwise will be kept confidential and shall not, without the prior written consent of the party disclosing such Confidential Information, be disclosed by the other party in any manner whatsoever, in whole or in part, and, except as required by Applicable Law (including without limitation in connection with any registration, proxy or information statement or similar document filed pursuant to any federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the OfferMerger) shall not be used for any purposes, other than in connection with the Merger Merger. Except as otherwise herein provided, each party agrees to reveal such Confidential Information only to those of its Representatives or any other Persons whom it believes need to know such Confidential Information for the purpose of evaluating and consummating the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheldMerger. For purposes of this Agreement, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating."

Access to Information; Confidentiality. (a) Upon Subject to applicable Laws, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, each Party Group shall (and shall cause each the members of its Subsidiaries such Party Group to) afford the officers, afford to Parentemployees, Merger Sub counsel, accountants and their respective representatives other Representatives and advisors of the requesting Party Group reasonable access access, during normal business hours during the period from the date of this Agreement Execution Date until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIClosing, to all their respective its properties, assets, books, contracts, commitments, personnel contracts and records andas well as to their management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party Group and the members of its Party Group. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s officers, employees, counsel, accountants and other representatives and advisors in connection with the access provided pursuant to this Section 5.2, and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Subject to applicable Laws, during such period, the Company shall, each Party Group shall (and shall cause each the members of its Subsidiaries such Party Group to, ) furnish promptly to Parent: the other Party Group (i) a copy of each report, schedule, registration statement and other document filed filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal Federal, state or state securities Laws foreign laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Entity thereunder), as applicable (other than documents which such Party Group is not permitted to disclose under applicable Laws) and (ii) all other information concerning its the disclosing Party Group’s business, properties and personnel as Parent or Merger Sub the requesting Party Group may reasonably request (request, including Tax Returns filed and those in preparation and all information relating to environmental matters. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) a Party Group shall require the Company have no obligation to disclose or any of its Subsidiaries provide access to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information the disclosure of which such Party Group has concluded may jeopardize any privilege available to such Party Group relating to such information or materials provided to the Company Board (or any committee or subcommittee thereof) would be in connection therewith or (C) would reasonably be expected to violate any applicable Law or any violation of a confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any binding on such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingParty Group.

Access to Information; Confidentiality. (a) Upon Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.01, upon reasonable advance written notice, subject the Company shall afford to applicable logistical restrictions or limitations Parent and Parent’s Representatives and sources of Debt Financing reasonable access during normal business hours to the Company’s and its Subsidiaries’ Representatives, officers, employees, agents, facilities, properties, books, Contracts and records (other than any of the foregoing that related to the negotiation and execution of this Agreement, or, except as a result of COVID-19 expressly provided in Section 5.02, to any Takeover Proposal or any COVID-19 Measures and solely for purposes of furthering other transactions potentially competing with or alternative to the Merger Transactions, Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of the Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change) and the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of direct its Subsidiaries Representatives to, furnish promptly to Parent and Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during ’s Representatives such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its businessand its Subsidiaries’ businesses, personnel, assets, liabilities and properties and personnel as Parent or Merger Sub may reasonably request (other than any information that the Company determines in its reasonable judgment relates to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Merger Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of the Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change), in each case, in connection with the consummation of the Transactions (including Tax Returns filed for integration planning); provided that Parent and those its Representatives and Debt Financing Sources shall conduct any such activities in preparation and such a manner as not to interfere unreasonably with the workpapers business or operations of the Company; provided further, however, that (a) the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would reasonably be expected to (i) violate or prejudice the rights of its auditors). Nothing herein or any of its Subsidiaries’ customers, (includingii) result in the disclosure of Trade Secrets or competitively sensitive information to third parties, for (iii) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (iv) risk the avoidance loss of doubtor waive the protection of an attorney-client privilege, this Section 5.2(aattorney work product protection or other legal privilege, (v) and Section 5.2(b)) shall require be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action; provided that in each such case, to the extent permitted by Law, the Company shall inform Parent as to the general nature of the access or information being restricted as a result thereof and use commercially reasonable efforts to provide such access or information in a manner that does not result in any of the outcomes described in the foregoing clauses (i) through (v), and (b) any physical access may be limited to the extent the Company determines in good faith that providing such action (A) access would reasonably be expected to result in a waiver jeopardize the health and safety of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes any employee of the Company Board (or any committee or subcommittee thereof) related to Subsidiary of the Merger Transactions, the strategic and financial alternatives process leading thereto, or any Company. All requests for information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation made pursuant to this Section 5.2 5.05 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company executive officer or another person other Person designated in writing by the Company. Notwithstanding anything herein Until the Effective Time, all information provided will be subject to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier terms of the Company in connection with the Offerletter agreement dated as of April 4, the Merger or any of the other Merger Transactions without 2023, by and among the Company’s prior written consent , Nautic Partners, LLC and CPRx Holding Company, LLC (such consent not to be unreasonably withheld, conditioned or delayedthe “Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, Company Subsidiary to afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, accountants, counsel, financial advisors, financing sources and other representatives, upon reasonable notice, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during Parent such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties properties, assets, customers, consultants and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company or any of its Subsidiaries to provide such access or may withhold the documents and information described in the Company Disclosure Schedule to the extent that such action (A) would reasonably be expected required to result in comply with the terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as in effect on the date of this Agreement; provided further, that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the obtain, as promptly as practicable, any consent of from such third party required to provide permit the Company to furnish such documents and information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the The Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall nothereby consents, and shall cause their respective each Company Subsidiary to consent, to Parent and Parent's officers, employees, accountants, counsel, financial advisors, financing sources and other representatives not tocontacting, contact any partnerin a reasonable fashion, licensor, licensee, customer or supplier consultants to and customers of the Company in connection and such Company Subsidiary and will, upon reasonable notice from Parent, request such consultants and customers to cooperate during normal business hours during the period prior to the Effective Time with any requests made by or on behalf of Parent. Subject to the Offerrequirements of Law, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Parent shall, and shall cause its officers, employees, agents, consultants and affiliates to, hold all information obtained pursuant to this Agreement in confidence and in the event of termination of this Agreement for any reason, Parent shall promptly return or destroy all nonpublic documents obtained from Company and any copies made of such documents for Parent and Merger Sub acknowledge all documentation and agree that any such contact other material prepared by Parent or its advisors based on written nonpublic information furnished by Company or its advisors shall be arranged by and with a representative of the Company participatingdestroyed.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result Law and contracts, each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its the Parent Subsidiaries and the Company Subsidiaries, respectively, to, afford to Parent, Merger Sub the other party and their respective representatives to the Representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its the Company Subsidiaries and the Parent Subsidiaries, respectively, to, furnish reasonably promptly to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request. Subject to the workpapers terms of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company Leases, Parent, at its own expense, shall have the right to such reasonable access during normal business hours and upon reasonable advance notice in order to prepare or cause to be prepared surveys, inspections, engineering studies, environmental assessments and other tests, examination or studies with respect to any Specified Property that Parent deems to be reasonably necessary, so long as such access does not unduly interfere with the Company’s ordinary conduct of business; provided, that (x) neither Parent nor any of its Subsidiaries Representatives shall be entitled to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine conduct intrusive soil testing or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the assessments at any Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions Property without the Company’s prior written consent and (y) Parent shall indemnify the Company for any losses, costs or damages caused by such access. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding party shall use its reasonable best efforts to obtain the required consent not of such third party to be unreasonably withheld, conditioned such access or delayeddisclosure), and Parent and Merger Sub acknowledge and agree (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the withholding party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client privilege (provided, however, that the withholding party shall use its reasonable best efforts to allow for such contact shall be arranged by and with access or disclosure to the maximum extent that does not result in a representative loss of the Company participatingattorney-client privilege).

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until to the earlier of the Effective Time or the valid termination of date, if any, on which this Agreement is terminated pursuant to Article VIISection 8.1, subject to all the reasonable restrictions imposed from time to time upon advice of counsel, the Company will, and will cause its Subsidiaries to, provide to Parent and its authorized Representatives (x) reasonable access during normal business hours and upon reasonable prior notice from Parent to their respective properties, assets, books, contracts, commitments, personnel and records andas Parent may reasonably request, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (iy) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws, and (iiz) all other information concerning its business, properties such financial and personnel as Parent or Merger Sub may reasonably request operating data (including Tax Returns filed and those in preparation and the workpapers of the Company, its Subsidiaries and its auditors)) of the Company and its Subsidiaries as Parent may reasonably request. Nothing herein Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose (includinga) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, for (ii) violate any applicable Laws, (iii) unreasonably disrupt the avoidance businesses and operations of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries or (iv) breach any agreement of the Company or any of its Subsidiaries with any Third Party; provided, that each party shall use its commercially reasonable efforts to provide obtain any required consents and take such access or information to the extent that such other reasonable action (A) would reasonably be expected such as the entry into a joint defense agreement or other arrangement to result in a waiver avoid loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide permit such access to Parent, if requested and or disclosure; or (b) generally describe if the type Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)is reasonably pertinent thereto. No investigation All information exchanged pursuant to this Section 5.2 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of Confidentiality Agreement and the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives (as defined in the Confidentiality Agreement) to comply with, contact any partner, licensor, licensee, customer or supplier all of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingtheir respective obligations thereunder.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result Each of COVID-19 or any COVID-19 Measures Impax and solely for purposes of furthering the Merger Transactions, the Company shall, and Amneal shall cause each of its Subsidiaries to, afford to Parent, Merger Sub the other and their respective representatives its Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or Closing and the valid termination of date, if any, on which this Agreement pursuant to Article VII, is terminated to all their respective of its and its Subsidiaries’ properties, assets, books, contractsContracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, Impax and Amneal shall furnish promptly to Parent: the other (ia) a copy of each report, schedule, registration statement and other document filed or received by it such party during such period and not publicly available pursuant to the requirements of federal or state securities Laws and (iib) consistent with its legal obligations, all other information concerning the party and its Subsidiaries’ business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company other party or any of its Subsidiaries to provide Representatives may reasonably request; provided, however, that such party may restrict the foregoing access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing Contract to which it is a third party so long as the Company shall promptly notify Parent of party, requires it to restrict access to any properties or information or in order to maintain attorney-client or other privilege; provided, further, that in any such confidentiality obligations or access restrictions and use commercially reasonable efforts case, the parties shall cooperate to obtain the consent of such third party seek to provide for access in a manner that does not violate any such Law or Contract or attorney-client or other privilege. Except for disclosures expressly permitted by the terms of the Confidential Disclosure Agreement, dated April 12, 2017, between APHC and Impax (as it may be amended from time to time, the “Confidentiality Agreement”), each of Impax and Amneal shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (subject to the extent not prohibited by law or the underlying document)Confidentiality Agreement. No investigation pursuant to this Section 5.2 shall 6.03 or information provided, made available or delivered pursuant to this Agreement will affect or be deemed to modify any representation of the representations or warranty warranties of Impax or Amneal contained in this Agreement of any party hereto or any condition the conditions hereunder to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Upon From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable advance prior written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries Subsidiaries, officers, directors and Representatives to, afford to Parent, Merger Sub and their respective representatives Parent reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIhours, consistent with applicable Law, to all their respective its officers, key management employees, properties, assetsoffices, booksother facilities and books and records, contractsand shall furnish Parent with all financial, commitmentsoperating and other data and information as Parent shall reasonably request in writing (it being agreed, personnel and records however, that the foregoing shall not permit Parent or its officers, employees or Representatives to conduct any environmental testing or sampling or other invasive testing) and, during such period, each of Parent and the Company shall, and the Company shall cause each of its Significant Subsidiaries to, furnish promptly make available to Parent: (i) the other party, to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of applicable United States federal or and state securities Laws Laws, and (ii) all other information concerning its businessCayman, properties PRC, and personnel Hong Kong securities Laws. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as Parent not to interfere unreasonably with the business or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers operations of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or information to the extent that such action disclosure would (Ai) would reasonably be expected to result in breach any agreement with any third party, (ii) constitute a waiver of or jeopardize the attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to other privilege held by the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretoCompany, or any information or materials provided to the Company Board (or any committee or subcommittee thereofiii) in connection therewith or (C) would reasonably be expected to otherwise violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingLaw.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeExcept as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof or would be reasonably expected to violate any attorney-client privilege, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, shall (and shall cause each of its the Subsidiaries to), furnish promptly to at Parent's expense: (i) a copy of each reportprovide to Parent and to the officers, scheduledirectors, registration statement employees, accountants, consultants, legal counsel, financing sources, agents and other document filed or received representatives (collectively, "REPRESENTATIVES") of Parent reasonable access, during normal business hours and upon reasonable prior notice by it during such period pursuant Parent, to the requirements officers, employees, agents, properties, offices and other facilities of federal or state securities Laws the Company and the Subsidiaries and to the books and records thereof, and (ii) all other furnish promptly to Parent such information concerning its the business, properties properties, Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Subsidiaries as Parent or Merger Sub its Representatives may reasonably request request. Without limiting the foregoing, Parent and its Representatives (including Tax Returns filed its financing sources) shall have the right to conduct appraisal and those environmental and engineering inspections of each of the Properties, PROVIDED, HOWEVER, (A) that unless reasonably required by the financing sources in preparation connection with the Debt Financing, neither Parent nor its Representatives shall have the right to take and the workpapers analyze any samples of its auditors). Nothing herein any environmental media (includingincluding soil, for the avoidance groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building; and that any such taking and analyzing of doubt, samples or any such performance of invasive testing conducted pursuant to this Section 5.2(a) and Section 5.2(b)) 6.03 shall require be reasonably acceptable to the Company, implemented in a manner that does not disrupt the operations of the Company or any of its Subsidiaries to provide such access the Subsidiaries, and paid for by Parent at Parent's sole cost and expense; and that Parent, at Parent's sole cost and expense, shall return any site at which or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretofrom which, or that has otherwise been affected by, any information taking and analyzing of samples or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent performance of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation invasive testing conducted pursuant to this Section 5.2 shall affect 6.03, in all material respects, to the condition existing at such site prior to the taking and analyzing of samples or performance of invasive testing, and (B) Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Subsidiaries and their respective Representatives for and against any representation and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or warranty in this Agreement incurred by them arising out of any party hereto personal injury or physical damage resulting from any condition to the obligations of the parties hereto. All requests for access appraisal or inspection conducted pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary6.03, except that, Parent and Merger Sub shall nothave no obligation to so indemnify or hold harmless to the extent any such liabilities, and shall cause their respective representatives not tolosses, contact any partnerdamages, licensorclaims, licenseecosts, customer expenses, interest, awards, judgments or supplier penalties result from the negligence of the Company in connection with the OfferCompany, the Merger Subsidiaries, or any one of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingtheir Representatives.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to the Confidentiality Agreement, subject to Applicable Law and any applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Measures, and solely for the purposes of furthering the Merger TransactionsMerger, the Company upon reasonable notice, Amedisys shall, and shall cause each of its Subsidiaries subsidiaries to, and OPCH shall, and shall cause its subsidiaries to, afford to Parentthe other party and to the officers, Merger Sub employees and their respective representatives Representatives of such other party, reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all of its and their respective properties, assets, books, contracts, commitments, personnel and records and(provided that such access shall not unreasonably interfere with the business or operations of such party), and during such period, the Company Amedisys shall, and shall cause each of its Subsidiaries subsidiaries to, and OPCH shall, and shall cause its subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and the other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) party all other information concerning its and their business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request; provided, that the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, foregoing shall not require Amedisys or OPCH to disclose any information pursuant to this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information 6.2 to the extent that (i) such action disclosure contravenes any Applicable Law or Order, (Aii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would reasonably be expected to result in a waiver the loss of attorney-client privilege, attorney work product doctrine or similar other relevant legal privilege; provided, further, that, with respect to the foregoing clauses (i) through (iii), Amedisys or OPCH, as applicable, shall use its commercially reasonable efforts to (A) obtain the required consent of any third party necessary to provide such disclosure, (B) specifically relates develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic other party and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably be expected to violate any applicable permit the disclosure of such information without violating Applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any jeopardizing such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)privilege. No investigation review pursuant to this Section 5.2 6.2 shall affect any representation or warranty in this Agreement of any given by the other party hereto or any condition to the obligations of the parties hereto. All requests for access Any information provided or made available pursuant to this Section 5.2 must 6.2 shall be directed to governed by the Chief Financial Officer terms and conditions of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws, each of COVID-19 or any COVID-19 Measures HTLF and solely UMB, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Mergers and the Bank Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe Representatives of the other party, Merger Sub and their respective representatives reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records (or in the case of access by HTLF, all of the foregoing as reasonably requested, taking into account the circumstances of HTLF as a party to the transactions contemplated hereby), provided that such investigation or requests shall not interfere unnecessarily with normal operations of the party, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company each of HTLF and UMB shall, and shall cause each of its Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that HTLF or UMB, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and light of such party’s circumstances as a party to the workpapers of its auditors)transactions contemplated hereby. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither UMB nor HTLF nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of UMB’s or HTLF’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and the COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information their Representatives prior to the extent that such action (A) would reasonably be expected to result in a waiver mailing of attorney-client privilegethe Proxy Statement, work product doctrine or similar privilege, (B) specifically relates prior to the evaluationStockholders Meeting, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsrespectively, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would at such other times as may be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (B) of a sensitive or personal nature that would reasonably be expected to expose CCIT III or CMFT to the risk of liability, (C) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (D) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (E) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder.

Access to Information; Confidentiality. (a) Upon reasonable advance written prior notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, JPI and New JPI shall afford to Parentthe officers, Merger Sub directors, employees, accountants, counsel, financial advisors, consultants, financing sources and their respective other advisors or representatives (collectively, “Representatives”) of CME reasonable access during normal business hours and without undue disruption of normal business activity during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective of JPI’s and New JPI’s properties, assets, books, records, contracts, commitments, commitments and personnel and records and, during such period, the Company shallshall furnish, and shall cause each of its Subsidiaries toto be furnished, furnish as promptly as reasonably practicable to Parent: CME (i) a copy of each material report, schedule, registration statement schedule and other document filed filed, furnished, published, announced or received by it during such period pursuant to the requirements of federal or state securities Laws or a Governmental Entity or Self-Regulatory Organization and (ii) all other information concerning its business, properties and personnel with respect to JPI or New JPI as Parent or Merger Sub CME may reasonably request (including Tax Returns filed request; provided that JPI and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) New JPI shall require the Company or any of its Subsidiaries not be obligated to provide such access or information to the extent that such action (A) any competitively sensitive information that would result in the disclosure of any trade secrets of third parties, (B) any information that would reasonably be expected to result in a waiver the loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) any information that would reasonably be expected result in a breach of an agreement to which JPI or New JPI is a party, (D) any information that, in the reasonable judgment of JPI or New JPI, would violate any applicable Law or (E) any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed is reasonably pertinent to Parent (to any litigation in which JPI or New JPI, on the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notone hand, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger CME or any of its Affiliates, on the other Merger Transactions without hand, are adverse parties; provided, however, that in the Company’s prior written consent case of clause (such consent not to be unreasonably withheld, conditioned or delayedA), and Parent and Merger Sub acknowledge and agree (B) or (C) above, JPI or New JPI, as applicable, shall attempt in good faith to make reasonable substitute arrangements as may be reasonably necessary to produce the relevant information in a manner that any would not reasonably be expected to harm JPI’s or New JPI’s competitive positions, to jeopardize the attorney-client privilege or to result in such contact shall be arranged by and with a representative of the Company participatingbreach, as applicable.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaws, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub Parent and their respective representatives its Representatives reasonable access during normal business hours during the period from the date of this Agreement hereof until the earlier to occur of the Effective Time or and the valid termination of date, if any, on which this Agreement is terminated pursuant to Article VII, Section 8.01 to all their respective of its and its Subsidiaries’ properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub the other party may reasonably request (including Tax Returns filed request. Subject to applicable Laws, Parent shall afford to the Company and those in preparation its Representatives reasonable access to its executive officers during normal business hours during the period from the date hereof until the earlier to occur of the Effective Time and the workpapers date, if any, on which this Agreement is terminated pursuant to Section 8.01. Each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the confidentiality agreement, dated as of its auditorsAugust 2, 2012, between Parent and the Company (as it may be amended from time to time, the “ Confidentiality Agreement ”). Nothing herein (includingNotwithstanding the foregoing, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) neither party shall require the Company or any of its Subsidiaries be obligated to provide any such access or information to the extent that such action doing so (Ax) would reasonably be expected to result in may cause a waiver of an attorney-client privilege, privilege or loss of attorney work product doctrine or similar privilegeprotection, (By) specifically relates would violate a confidentiality obligation to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith person or (Cz) would reasonably be expected to violate any Law applicable Law to it, its Subsidiaries or its business. The disclosing party shall be entitled to have its Representatives present at all times during any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation inspection pursuant to this Section 5.2 shall affect any representation 6.02. No access or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access information provided pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or 6.02 will affect any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned representations or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative warranties of the Company participatingparties contained in this Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written prior notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company GFI shall, and shall cause each of its the GFI Subsidiaries to, afford to Parentthe officers, Merger Sub directors, employees, accountants, counsel, financial advisors, consultants, financing sources and their respective other advisors or representatives (collectively, "Representatives") of CME reasonable access during normal business hours and without undue disruption of normal business activity during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective of GFI's and its Subsidiaries' properties, assets, books, records, contracts, commitments, commitments and personnel and records and, during such period, the Company shallshall furnish, and shall cause each of its Subsidiaries toto be furnished, furnish as promptly as reasonably practicable to Parent: CME (i) a copy of each material report, schedule, registration statement schedule and other document filed filed, furnished, published, announced or received by it during such period pursuant to the requirements of federal or state securities Laws or a Governmental Entity or Self-Regulatory Organization and (ii) all other information concerning its business, properties and personnel with respect to GFI as Parent or Merger Sub CME may reasonably request (including Tax Returns filed and those in preparation request; provided that GFI and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) GFI Subsidiaries shall require the Company or any of its Subsidiaries not be obligated to provide such access or information to the extent that such action (A) any competitively sensitive information, (B) any information that would reasonably be expected to result in a waiver the loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) any information that would reasonably be expected result in a breach of an agreement to which GFI or any of the GFI Subsidiaries is a party, (D) any information that, in the reasonable judgment of GFI, would violate any applicable Law or (E) any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed is reasonably pertinent to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty litigation in this Agreement of any party hereto which GFI or any condition to GFI Subsidiary, on the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notone hand, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger CME or any of its Affiliates, on the other Merger Transactions without hand, are adverse parties; provided, however, that in the Company’s prior written consent case of clauses (such consent not to be unreasonably withheld, conditioned or delayedA), and Parent and Merger Sub acknowledge and agree (B) or (C) above, GFI shall attempt in good faith to make reasonable substitute arrangements as may be reasonably necessary to produce the relevant information in a manner that any would not reasonably be expected to harm GFI's competitive positions, to jeopardize the attorney-client privilege or to result in such contact shall be arranged by and with a representative of the Company participatingbreach, as applicable.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering Law, from the date hereof until the Company Merger TransactionsEffective Time, the Company shall, and shall cause each the U.S. Subsidiaries and Foreign Subsidiaries and the Representatives of its the Company and the U.S. Subsidiaries and Foreign Subsidiaries to, afford Parent and its Representatives, following notice from Parent to Parentthe Company in accordance with this Section 7.03, Merger Sub and their respective representatives reasonable access during normal business hours to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and each U.S. Subsidiary and Foreign Subsidiary, and all other financial, operating and other data and information as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s employees, agents, or representatives, unless in each case Parent informs the Company in advance and provides the Company a reasonable opportunity to observe such discussions, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its U.S. Subsidiaries or Foreign Subsidiaries, unless in each case Parent informs the Company in advance and provides the Company a reasonable opportunity to observe such discussions, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors or (iii) damage any property or any portion thereof except to the extent such damage caused by Parent or its Representatives is fully restored to its condition prior to such damage by Parent at its sole cost and expense. Without limiting the provisions of this Section 7.03(a) and subject to any rights of tenants under Company Contracts, Parent and its Representatives shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company Properties; provided, however, that neither the Buyer Parties nor their Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the period from foregoing, neither the Company nor any of the U.S. Subsidiaries or Foreign Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or the U.S. Subsidiaries or Foreign Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, (provided that the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) U.S. Subsidiaries and Section 5.2(b)) Foreign Subsidiaries shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain consent from the consent applicable Third Party or enter into a customary joint defense agreement to enable the disclosure of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying documentinformation). No investigation pursuant to conducted under this Section 5.2 7.03, however, shall affect or be deemed to modify any representation or warranty made in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement.

Access to Information; Confidentiality. (a) Upon Subject to Section 5.2(b) and applicable Laws, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, each Party Group shall (and shall cause each its Consolidated Group to) afford the officers, employees, counsel, accountants and other authorized representatives and advisors of its Subsidiaries tothe requesting Party Group reasonable access, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement Execution Date until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIClosing Date, to all their respective its properties, assets, books, contracts, commitments, personnel contracts and records andas well as to their management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party Group and its Consolidated Group; provided further that the Buyer Group Entities shall be obligated to provide such access to their respective properties to any MLP Group Entity only upon reasonable request in order to determine whether or not a condition to Closing has been satisfied. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s officers, employees, counsel, accountants and other representatives and advisors in connection with the access provided pursuant to this Section 5.2(a), and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Subject to Section 5.2(b) and applicable Laws, during such period, the Company shall, each Party Group shall (and shall cause each of its Subsidiaries Consolidated Group to, ) furnish promptly to Parent: the other Party Group (i) a copy of each report, schedule, registration statement and other document filed filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal Federal, state or state securities Laws foreign laws (including pursuant to the HSR Act, the Securities Act, the Exchange Act and the rules of any Governmental Entity thereunder), as applicable (other than documents which such Party Group is not permitted to disclose under applicable Laws) and (ii) all other information concerning its the disclosing Party Group’s business, properties and personnel as Parent or Merger Sub the requesting Party Group may reasonably request (request, including Tax Returns filed and those in preparation and all information relating to environmental matters. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) a Party Group shall require the Company have no obligation to disclose or any of its Subsidiaries provide access to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information the disclosure of which such Party Group has concluded may jeopardize any privilege available to such Party Group or materials provided its Consolidated Group relating to the Company Board (such information or any committee or subcommittee thereof) would be in connection therewith or (C) would reasonably be expected to violate any applicable Law or any violation of a confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any binding on such confidentiality obligations Party Group or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConsolidated Group.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Confidentiality Agreement, from the date hereof until the Merger TransactionsEffective Time, the Company shall, and shall cause each its subsidiaries and the officers, directors, employees, auditors and agents of the Company and its Subsidiaries tosubsidiaries to afford Parent and its Representatives, afford following notice from Parent to Parentthe Company in accordance with this Section 7.02, Merger Sub and their respective representatives reasonable access during normal business hours during to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices, plants and other facilities, books and records of the Effective Time or Company and its subsidiaries, and all other financial, operating and other data and information and to provide Parent and its Representatives, following notice from Parent to the valid termination Company in accordance with this Section 7.02, access to inspect and make copies of this Agreement pursuant to Article VII, to all their respective properties, assets, the books, contractsrecords, commitmentsTax Returns, personnel work papers and records and, during such period, other documents and information relating to the Company shalland its subsidiaries, and shall cause in each case as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its Subsidiaries to, furnish promptly to Parent: Representatives shall (i) a copy contact or have any discussions with any of the Representatives of the Company or Company Subsidiary, unless in each reportcase Parent obtains the prior consent of the Company, schedulewhich shall not be unreasonably withheld, registration statement and other document filed delayed or received by it during such period pursuant to the requirements of federal or state securities Laws and conditioned, (ii) all other information concerning its businesscontact or have any discussions with any customers of the Company or their respective subsidiaries, properties and personnel as unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, delayed or Merger Sub may reasonably request conditioned, (iii) damage any property or any portion thereof, or (iv) collect or analyze any environmental samples (including Tax Returns filed building materials, indoor and those in preparation outdoor air, surface and ground water, and surface and subsurface soils. Parent shall schedule and coordinate all such access and inspections with the workpapers Company and shall give the Company reasonable notice thereof. The Company shall be entitled to have Representatives present at all times during any such discussions and inspections. Notwithstanding the foregoing, neither the Company nor any of its auditors). Nothing herein (including, for their respective subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the avoidance attorney-client privilege of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access their respective subsidiaries or information contravene any Law or binding agreement entered into prior to the extent that such action (A) would reasonably be expected to result date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under circumstances in a waiver which the restrictions of attorney-client privilegethe preceding sentence apply. Notwithstanding the foregoing, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes affiliates of Parent who are directors of the Company Board (or any committee or subcommittee thereof) related to may have such access as they reasonably request in the Merger Transactionsexercise of their fiduciary duties as directors, the strategic and financial alternatives process leading thereto, or other than any information or related to, and any materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited prepared by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company its Representatives in connection with the Offerwith, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged transactions contemplated by and with a representative of the Company participatingthis Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier REIT Merger Effective Time, each of the Effective Time or Parties shall, and shall cause each of their respective subsidiaries to, afford to the valid termination of this Agreement pursuant other Parties and to Article VII, their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitmentsContracts, personnel and records and, during such period, each of the Company Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: the other Parties (i) any information concerning such Party or its respective subsidiaries (including with respect to any pending or threatened Action) as the other Party may reasonably request and (ii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and (ii) all telephone conferences with the other information concerning its business, properties Parties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information their Representatives prior to the extent that such action (A) would reasonably be expected to result in a waiver mailing of attorney-client privilegeany Proxy Statement, work product doctrine or similar privilege, (B) specifically relates prior to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic Stockholders Meeting and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would at such other times as may be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, none of the Parties shall be required by this Section 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice or in accordance with this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives (provided, however, that withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Parties and any of their respective subsidiaries that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer of REIT Merger Effective Time, the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or parties with which any of the other Merger Transactions Parties or any other of their respective subsidiaries has a business relationship regarding the business of the other Parties and their respective subsidiaries or this Agreement and the transactions contemplated by this Agreement without the Company’s prior written consent of such other Party (such consent not to be unreasonably withheldprovided, conditioned or delayed)that, and Parent and Merger Sub acknowledge and agree that any such contact for the avoidance of doubt, nothing in this Section 7.2(a) shall be arranged by and with a representative deemed to restrict the Parties from contacting such parties in pursuing the business of the Company participating.Parties operating in the ordinary course). 77

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result Each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its Subsidiaries their subsidiaries to, afford to Parentthe other party, Merger Sub and their respective to the other party’s officers, employees, accountants, counsel, financial advisors and other representatives, affiliates and sources and potential sources of financing (and representatives of each of the foregoing), reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time (as long as such access is not unreasonably disruptive to the business of such party or the valid termination of this Agreement pursuant to Article VII, its subsidiaries) to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub the other party may reasonably request request; provided, however, that either party may withhold (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(ai) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access document or information that is subject to the extent terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to output, pricing or other matters that are highly sensitive if the exchange of such action documents (Aor portions thereof) or information, as determined by such party’s counsel, would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board raise antitrust concerns for such party (or any committee or subcommittee thereofof its affiliates) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (Ciii) such portions of documents or information that would reasonably be expected to violate jeopardize any applicable attorney-client privilege or contravene any Law or any confidentiality obligation owing to fiduciary duty (provided that each party shall in good faith seek and implement a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party alternative to provide such information and otherwise provide such the other party’s counsel with access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law such document or the underlying documentinformation). No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of confidentiality agreement dated September 29, 2005, between the Company or another person designated in writing by and RHJI (the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.