Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilege.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the The Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide afford to Parent and to the officers, directors, employees, its accountants, consultants, legal counsel, agents financial advisors and other representatives (collectivelyrepresentatives, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable notice throughout the period prior notice to the Company by ParentClosing, to the officersCompany’s books, employeesfinancial information (including working papers and data in the possession of the Company’s or its independent public accountants, agentsinternal audit reports, propertiesand “management letters” from such accountants with respect to the Company’s systems of internal control), offices Contracts and other facilities records of the Company and the Company Subsidiaries and to the books and records thereofand, and (ii) during such period, shall furnish as promptly as practicable to Parent such information concerning the businessBusiness, properties, Contracts, assets, liabilities, properties and personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may shall reasonably request; provided, that if however, such access or disclosure (x) is prohibited by applicable Law, the Company investigation shall use reasonable best efforts to provide such access or disclosure be carried out in a manner that does not violate Lawdisrupt in any material respect the Company’s operations. The Company shall authorize and direct the appropriate directors, managers, Employees, consultants and other advisors (yincluding contract research organizations and contract manufacture organizations) of the Company to discuss matters involving the operations and Business with representatives of Parent, provided that the timing of such discussions shall be coordinated between the Company and Parent to comply with the foregoing provisions of this Section 6.1. From and after the Closing, each Equityholder shall treat and hold as such any and all confidential information concerning the Business and affairs of the Company (“Confidential Information”), refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to Parent or destroy, at the request and option of Parent, all tangible embodiments (and all copies) of the Confidential Information which are in such Equityholder’s possession. If any Equityholder is prohibited by ever requested or required to disclose any Confidential Information, such Equityholder shall notify Parent promptly of such request or requirement so that Parent may seek an existing Contractappropriate protective order or waive compliance with this Section 6.1. If, in the absence of a protective order or the receipt of a waiver hereunder, such Equityholder, on the written advice of counsel, is compelled to disclose any Confidential Information to any Governmental Body, arbitrator, or mediator or else stand liable for contempt, such Equityholder may disclose such Confidential Information to the extent so required. Notwithstanding anything express or implied in the foregoing provisions of this Section 6.1 to the contrary, the Company shall use reasonable best efforts not be required to obtain the required consent from the counterparty disclose or provide access to any information if such Contract to allow such access or disclosure or access would contravene any applicable Law. No information provided to or obtained by Parent pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to Parent (z) would result in a loss of such privilegeincluding Parent’s right to seek indemnification pursuant to Article VIII), or the representations or warranties of, or the conditions to the obligations of, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeparties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawThe Company shall, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directorsdirectors and employees of the Company and the Company Subsidiaries, employeesto, accountantsafford the officers, consultants, legal counsel, employees and agents and other representatives (collectively, “Representatives”) of Parent and Merger Sub, at their sole cost and risk, reasonable access, access during normal business hours and upon no less than two business days’ advance written notice, from the date hereof through the Effective Date, to all of the Company’s and the Company Subsidiaries’ officers, employees, properties, facilities, books, records, non-privileged correspondence (in each case, whether in physical or electronic form), contracts and other assets, and shall request and use its commercially reasonable prior efforts to cause its agents, accountants, counsel, financial advisors and other Representatives to provide such access, and shall promptly furnish Parent and Merger Sub (i) all financial, operating and other similar data and information, (ii) a copy of each report, schedule and other document filed or submitted by it 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, (iii) all other non-privileged information concerning its and the Company Subsidiaries’ business, properties and personnel, in each case (x) as Parent through their officers, employees or agents may reasonably request, (y) that are in the possession, custody or control of the Company or a Company Subsidiary and (z) the disclosure of which would not violate any Law. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company by Parentand without disruption or damage to Company’s operations or properties. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, to or limit or otherwise affect the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable remedies available to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts Merger Sub pursuant to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegethis Agreement.

Access to Information; Confidentiality. From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, (ay) Except as otherwise prohibited upon reasonable prior notice and (z) to the extent permitted by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) will provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent its Representatives reasonable access, access during normal business hours and upon reasonable prior notice to the Company by Parent, to Company’s and its subsidiaries’ and the Affiliated Entities’ officers, employees, agents, properties, offices books, contracts and records and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish information as promptly as practicable to Parent such information concerning may reasonably request regarding the business, properties, Contracts, assets, liabilities, personnel employees and other aspects (including, subject to execution of appropriate joint defense and similar agreements, any pending litigation or the settlement thereof) of the Company and its subsidiaries and the Company Subsidiaries as Parent or its Representatives may reasonably requestAffiliated Entities; provided, however, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts not be required to provide access to any information or documents which would, in the reasonable judgment of the Company, (i) breach any agreement with any person or group other than Parent, Merger Sub and their affiliates (each such access person or disclosure group, a “Third Party”) entered into prior to the date hereof in any material respect, (ii) constitute a waiver of or otherwise jeopardize the attorney-client or other privilege held by the Company so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information and to respond in a timely manner to all subsequent queries by Parent and its Representatives based on such information on a basis that does not compromise the Company’s attorney-client or other privilege with respect thereto, or (iii) otherwise violate Lawany applicable Laws. Notwithstanding the foregoing, (y) is prohibited by an existing Contract, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure its subsidiaries or (z) would otherwise result in a loss any significant interference with the prompt and timely discharge by the employees of such privilege, the Company or its subsidiaries of their normal duties. The parties shall use its reasonable best efforts comply with, and shall cause their respective Representatives to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss comply with, all of such privilege, including to their respective obligations under the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeConfidentiality Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during During the Pre-Closing Period, the Company shall (afford, and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents directors and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities employees of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Lawafford, the Company shall use officers, employees and agents of Parent and Merger Sub reasonable best efforts to provide such access or disclosure during normal business hours upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the Company's and the Company Subsidiaries' officers, employees, properties, facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and other assets as Parent shall reasonably request, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it 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 with respect to matters unrelated to the Transactions and (ii) all other information concerning its and the Company Subsidiaries' business, properties and personnel, in each case (A) as Parent through its officers, employees or agents may reasonably request, (B) that are in the possession, custody or control of the Company or any Company Subsidiary, and (C) the disclosure of which would not violate any Law, cause to be waived the attorney-client privilege or other similar privilege with respect to any material matter (y) is prohibited by an existing Contractprovided that such privilege cannot in the Company's good faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement), result in the disclosure of any trade secrets of third parties or violate any obligation of the Company or any Company Subsidiary with respect to confidentiality. Parent, Merger Sub and their respective officers, employees and agents will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or disclosures shall use reasonable best efforts affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeMerger Sub pursuant to this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawThe Company shall, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the each Company Subsidiaries Subsidiary to), at Parent’s expense: (i) provide afford to Parent and its Representatives reasonable access during normal business hours during the period before the Effective Time to the all their respective properties, facilities, books, records, contracts, commitments, correspondence (in each case, whether in physical or electronic form), officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable accessassets and, during normal business hours such period, the Company shall, and upon reasonable prior notice shall cause each Company Subsidiary to, furnish promptly to the Company by Parentother party all information concerning its business, to properties and personnel as Parent may reasonably request; provided, however, that such access does not unreasonably disrupt the officers, employees, agents, properties, offices and other facilities normal operations of the Company and the Company Subsidiaries and Subsidiaries. This Section 6.02 shall not require the Company or any Company Subsidiary to permit any access, or to disclose any information, that in the books and records thereofreasonable judgment of such party could 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, and (ii) furnish as promptly as practicable the loss of attorney-client privilege with respect to Parent such information concerning (provided that such privilege cannot in the business, properties, Contracts, assets, liabilities, personnel and Company’s good-faith judgment be reasonably sufficiently protected using a joint defense or other aspects of the Company and the Company Subsidiaries as Parent similar agreement) or its Representatives may reasonably request(iii) a Governmental Entity alleging that providing such information violates antitrust Law; provided, provided that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best good faith efforts to provide such access or disclosure communicate to Parent the requested information in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner way that would not result in a loss of such privilegewaive any applicable attorney-client privilege or contravene any applicable Law or confidentiality agreement, including as applicable. All information exchanged pursuant to this Section 6.02 or pursuant to Section 6.09 shall be subject to the extent requested by Parent and if applicablenondisclosure agreement, dated as of August 5, 2019, by entering into a customary joint defense agreement that would alleviate and between the Company and Xxxxxxx, Dubilier & Rice, LLC (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Section 6.02, neither Parent nor any of its Representatives shall conduct, without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, any environmental investigation at any Company Property involving any sampling or other intrusive investigation of air, surface water, groundwater, soil, structures or anything else at or in connection with any Company Property. During any visit to the business or property sites of the Company or any of the Company Subsidiaries, Parent shall, and shall cause its Representatives accessing such loss properties to, comply with all applicable Laws and all of privilegethe Company’s and the Company Subsidiaries’ safety and security procedures.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior Prior to the date hereof Effective Time and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodCompany Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to)) afford to Parent, at Parent’s expense: (i) provide to Parent MergerSub and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent their respective Representatives reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parenthours, to the its officers, employees, agents, properties, offices books, Contracts, commitments, personnel and records (other facilities than the portion of Company Board minutes which discuss merger proposals) as Parent may reasonably request, and, during such period, the Company shall (and shall cause each of the Company Subsidiaries to) furnish promptly to Parent and the Company Subsidiaries MergerSub (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the books and records thereof, requirements of applicable U.S. federal securities Laws and (ii) furnish as promptly as practicable to Parent such all other information concerning the its business, properties, Contracts, assets, liabilities, properties and personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives MergerSub may reasonably request; provided, provided that if such access or disclosure (x) is prohibited by applicable Law, the foregoing shall not require the Company shall use (A) to disclose any information that, in the reasonable best efforts judgment of the Company, would violate any applicable Law or (B) to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, disclose any information of the Company shall use reasonable best efforts or any Company Subsidiary which would be reasonably likely to obtain cause a waiver of any attorney-client privilege or attorney work product protection in the required consent from opinion of counsel to the counterparty to Company (provided further that, in each such Contract to allow such access or disclosure case under clauses (A) or (z) would result in a loss of such privilegeB), the Company shall use its reasonable best efforts to allow for put in place an arrangement to permit such access disclosure without violating such Law or disclosure (or as much or it as possible) in a manner that would not result in a without loss of such privilegeprivilege or protection). Parent shall be entitled to undertake environmental investigations at any of the properties owned, including operated or leased by the Company or any Company Subsidiary, provided, that such investigations shall not include any intrusive sampling without the consent of the Company, such consent not to be unreasonably withheld or delayed. All requests for information made pursuant to this Section 5.02(a) shall be directed to the extent requested executive officer or other Person designated by the Company. From the date of this Agreement to the Effective Time, the Company shall further afford to Representatives of Parent and if applicable, MergerSub reasonable access to the officers of the Company for purposes of negotiating new or amended employment agreements between such executive officers and the Surviving Corporation. No investigation pursuant to this Section 5.02 shall affect any representation or warranty made by entering into a customary joint defense agreement that would alleviate such loss of privilegethe parties hereunder.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article IX of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Periodthis Agreement, the Company shall (shall, and shall cause the Company its Subsidiaries to), at Parent’s expense: (i) provide afford to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent Parent’s Representatives reasonable access, at reasonable times during normal business hours and operating hours, upon reasonable prior written notice to and in a manner as shall not unreasonably interfere with the business or operations of the Company by Parentor any Subsidiary thereof, to the officers, employees, agentsaccountants, properties, offices and other facilities Facilities and to all books, records, Contracts and other assets of the Company and its Subsidiaries, and the Company Subsidiaries and to the books and records thereofshall, and (ii) shall cause its Subsidiaries to, furnish as promptly as practicable to Parent such other information concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects properties of the Company and the Company its Subsidiaries as Parent or its Representatives may reasonably request; providedrequest from time to time. Notwithstanding the foregoing, that if neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure (x) is prohibited by applicable Lawwould be reasonably likely to jeopardize the protection of attorney-client privilege, or contravene any Legal Requirement or contractual restraint enforceable upon the Company or any of its Subsidiaries (it being agreed that the Parties shall use their reasonable best efforts to provide cause such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts information to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) be provided in a manner that would not result in a loss of such privilegejeopardy or contravention). No investigation shall affect the Company’s representations and warranties contained herein, including or limit or otherwise affect the remedies available to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeor Merger Sub pursuant to this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawUpon reasonable prior notice and during normal business hours, the terms of any Contract entered into prior to from the date hereof or as would be reasonably expected to violate or result in until the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodEffective Time, the Company shall (shall, and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountantsauditors and agents of the Company and the Company Subsidiaries to, consultantsafford the officers, legal counsel, agents employees and other representatives (collectively, “Representatives”) Representatives of Parent and Purchaser reasonable access, during normal business hours and upon access at all reasonable prior notice to the Company by Parent, times to the officers, employees, agents, properties, offices offices, plants and other facilities facilities, books and records of the Company and each Company Subsidiary, including the Owned Company Intellectual Property, and shall furnish Parent and Purchaser with such financial, operating and other data and information (including the work papers of the Company’s accountants, subject to the prior written consent of the Company’s accountants) as Parent or Purchaser, through their officers, employees and other Representatives, may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, or (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. In the event that the Company does not provide access or information in reliance on the preceding proviso, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries and or unreasonably create a risk of damage or destruction to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects any property or assets of the Company or any of the Company Subsidiaries. Any access to any Company Leased Real Property shall be subject to the terms of the applicable lease agreement and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use Company’s reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent security measures and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeinsurance requirements.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement, subject to the restrictions and/or consent obligations of any third-party agreement or Applicable Law, XETA shall allow the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (Parent Parties and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the their officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at the Parent Parties’ sole risk and expense, to all facilities, properties, offices and other facilities of the Company and the Company Subsidiaries and to the personnel, books and records thereofof XETA and its subsidiaries, as applicable; provided, that no investigation pursuant to this Section 5.2 shall affect any representation or warranty given by XETA hereunder; and provided, further, that notwithstanding the provision of information by XETA or investigation by the Parent Parties, XETA shall not be deemed to make any representation or warranty except as expressly set forth in this Agreement. The Parent Parties agree to conduct their investigation in a manner that does not interfere unreasonably with the operations of XETA and its subsidiaries or with the prompt and timely discharge of the duties of XETA’s employees. The Parent Parties agree to indemnify and hold XETA and its subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of the Parent Parties, and any loss, damage to or destruction of any property owned by XETA or its subsidiaries or others (iiincluding claims or liabilities for loss of use of any property) to the extent resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites of XETA or its subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. XETA shall furnish as promptly as practicable to Parent such information concerning an unaudited monthly consolidated balance sheet of XETA and its subsidiaries for the businessmonth then ended and related consolidated statements of earnings, properties, Contracts, assets, liabilities, personnel cash flows and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure shareholders’ equity (x) is prohibited by applicable Law, the Company shall which XETA will use reasonable best efforts to furnish no later than ten business days after the end of each month). Notwithstanding the foregoing, XETA shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contractwould jeopardize, the Company shall use attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations or which it is required to keep confidential by reason of contract or agreement with third parties or by reason of Applicable Law (in which case the parties will make appropriate substitute disclosure arrangements, if such arrangements can be made by the parties using their reasonable best efforts to obtain efforts). None of the required consent from Parent Parties or any of their officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the counterparty to such Contract to allow such access business or disclosure property sites of XETA or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including subsidiaries prior to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss completion of privilegethe Merger without the prior written consent of XETA.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior Subject to the date hereof or as would be reasonably expected confidentiality agreement, dated February 11, 2003 (the "Confidentiality Agreement"), by and between Parent and the Company, and subject to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Periodapplicable laws and regulations, the Company and Target OP shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide afford to Parent and to the officers, directors, current employees, accountants, consultants, legal counsel, agents financial advisors, agents, lenders and other representatives (collectively, “Representatives”) of Parent and its subsidiaries, reasonable access, access during normal business hours and upon reasonable during the period prior notice to the Company by Parent, Effective Time to all the officers, employees, agents, respective properties, offices books, contracts, commitments, personnel and other facilities records of the Company and the Company Subsidiaries and to the books and records thereofits subsidiaries and, and (ii) furnish as promptly as practicable to Parent during such information concerning the businessperiod, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and Target OP shall furnish promptly to the Company Subsidiaries Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) such other information concerning its business, properties and personnel as Parent or its Representatives may reasonably request. No review of information, documentation or materials by Parent pursuant to this Section 5.2 shall affect any representation or warranty made by the Company to Parent; provided, however, that if such access Parent will notify the Company promptly of any facts, information, documentation or disclosure materials which come to Parent's attention during the course of its review pursuant to this Section 5.2 which lead Parent to believe that any of the Company's representations or warranties herein are inaccurate or incomplete. The Company and Parent will hold, and will cause each of their respective officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives and affiliates to hold, any nonpublic information in accordance with the terms of Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Agreement, each of Parent and the Company (xand each employee, representative, or other agent of Parent or the Company) is prohibited by applicable Lawmay disclose to any and all persons, without limitation of any kind, the Company shall use reasonable best efforts tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty it relating to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent tax treatment and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegetax structure.

Access to Information; Confidentiality. (a) Except as otherwise prohibited To the extent permitted by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (afford to Parent, and shall cause the Company Subsidiaries to), at to Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents financial advisors and other representatives Representatives, reasonable access (collectively, “Representatives”including for the purpose of coordinating transition planning with the employees of the Company and its Subsidiaries) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, during the period prior to the officers, employees, agents, Effective Time or the termination of this Agreement to all its and its Subsidiaries’ properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, propertiesbooks, Contracts, assets, liabilitiescommitments, personnel and other aspects of the Company and the Company Subsidiaries records as Parent or its Representatives may from time to time reasonably request; provided, that if and, during such access or disclosure (x) is prohibited by applicable Lawperiod, the Company shall use reasonable best efforts furnish promptly to provide Parent (x) a copy of each report, schedule, registration statement and other document filed by it during such access period pursuant to the requirements of Federal or disclosure in a manner that does not violate Law, state securities Laws and (y) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. If any of the information or material furnished pursuant to this Section 5.02 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters, and it is prohibited the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by an existing Contract, the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall use reasonable best efforts to obtain the required consent from the counterparty remain entitled to such Contract protection under these privileges, this Agreement, and under the joint defense doctrine. Prior to allow such access the Effective Time, Parent and its Representatives shall not have the right to conduct environmental testing or disclosure sampling at any of the facilities or (z) would result in a loss properties of such privilege, the Company shall use or its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeSubsidiaries.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawThe Company shall, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company each of its Subsidiaries to), at Parent’s expense: (i) provide afford to Parent and to the officers, directors, employees, accountantsattorneys, consultants, legal counsel, agents accountants and other representatives (collectivelyof Parent, “Representatives”) of Parent reasonable access, access during normal business hours and upon reasonable during the period prior notice to the Company by ParentEffective Time or the termination of this Agreement, and without undue disruption of their respective businesses, to their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, promptly deliver or make available to Parent (a) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent will hold, and will cause its respective officers, employees, agentsattorneys, properties, offices accountants and other facilities representatives to hold, any nonpublic information in accordance with the terms of the Mutual Non-Disclosure Agreement, dated as of November 28, 2005, between Interactive Communications International, Inc., a wholly-owned subsidiary of Parent, and DataWave Services US, Inc., a wholly-owned subsidiary of the Company and (the “Confidentiality Agreement”). The Company (i) shall promptly upon execution of this Agreement request each Person that has heretofore executed a confidentiality or non-disclosure agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries to return all materials containing confidential information and copies thereof furnished to such Person by or on behalf of the books and records thereof, Company or any of its Subsidiaries and (ii) furnish as promptly as practicable shall not, without the prior written consent of Parent, waive any of its rights or remedies under any such confidentiality or non-disclosure agreement or release any other party to Parent any such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects confidentiality or non-disclosure agreement from any of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeobligations thereunder.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to From the date hereof or as would be reasonably expected to violate or result until the earlier of the Effective Time and the valid termination of this Agreement in the loss of any attorney-client (or other legal) privilegeaccordance with ‎Article VIII, during the Pre-Closing Periodupon reasonable prior written notice from Parent, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereofshall, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for cause its subsidiaries, officers, directors and employees to, afford Parent and its Representatives reasonable access, consistent with applicable Law, at normal business hours to the Company’s and its subsidiaries’ respective officers, employees, properties, offices, and other facilities and to all books and records, and shall furnish Parent reasonably promptly with all financial, operating and other data and information concerning its and its subsidiaries’ businesses and properties as Parent or its Representatives, may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such officers, employees and other authorized Representatives of their normal duties. Neither the Company nor any of its subsidiaries shall be required to provide access or to disclose information where such access or disclosure would jeopardize any attorney-client privilege of the Company or any of its subsidiaries or contravene any applicable Law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement (provided that the Company will use commercially reasonable efforts to, and will cause its subsidiaries to use commercially reasonable efforts to, (i) enter into a joint defense agreement with Parent if requested with respect to any such information or as much (ii) cooperate with Parent in seeking and use reasonable best efforts to secure any consent or it as possible) waiver or other arrangement to allow disclosure of such information in a manner that would not result in a loss of such privilegeviolation, including to the extent requested by Parent and if applicablecontravention, by entering into a customary joint defense agreement that would alleviate such prejudice, or loss of privilege). All requests for information made pursuant to this ‎Section 6.6 shall be directed to the executive officer or other Person designated by the Company.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during During the Pre-Closing Period, the Company shall (afford, and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents directors and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities employees of the Company and the Company Subsidiaries to afford, the officers, employees and to the books agents of Parent and records thereofMerger Sub reasonable access during normal business hours upon reasonable advance written notice, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not unreasonably disrupt or interfere with business operations, to the Company’s and the Company Subsidiaries’ officers, employees, properties, facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and other assets as Parent shall reasonably request (provided that such access shall not include invasive sampling of building materials or the environment at any Real Property that is leased or licensed by the Company or any Company Subsidiary), all other such information concerning its and the Company Subsidiaries’ business, properties and personnel, in each case (A) as Parent through its officers, employees or agents may reasonably request, (B) that are in the possession, custody or control of the Company or any Company Subsidiary and (C) the disclosure of which would not violate any Law, cause to be waived the attorney-client privilege or other similar privilege with respect to any material matter (y) is prohibited by an existing Contractprovided, that such privilege cannot in the Company’s good faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement), result in the disclosure of any trade secrets of third parties or violate any obligation of the Company or any Company Subsidiary with respect to confidentiality; provided that the Company and/or its Affiliates shall use reasonable best efforts to obtain communicate to Parent the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result requested information in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner way that would not result in a loss of such privilegewaive any applicable attorney-client privilege or contravene any applicable Law or confidentiality agreement, as applicable, including to seeking any necessary consents from third parties. Parent, Merger Sub and their respective officers, employees and agents will hold any such information that is non-public in confidence in accordance with the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeConfidentiality Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during During the Pre-Closing Period, the Company shall (afford, and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents directors and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities employees of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Lawafford, the Company shall use officers, employees and agents of Parent and Merger Sub reasonable best efforts to provide such access or disclosure during normal business hours upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the Company's and the Company Subsidiaries' officers, employees, properties, facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and other assets as Parent shall reasonably request, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of Federal or state securities Laws and a copy of any communication received by the Company from the SEC concerning compliance with securities laws with respect to matters unrelated to the Transactions and (ii) all other information concerning its and the Company Subsidiaries' business, properties and personnel, in each case (A) as Parent through its officers, employees or agents may reasonably request, (B) that are in the possession, custody or control of the Company or any Company Subsidiary, and (C) the disclosure of which would not violate any Law, cause to be waived the attorney-client privilege or other similar privilege with respect to any material matter (y) is prohibited by an existing Contractprovided that such privilege cannot in the Company's good faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement), result in the disclosure of any trade secrets of third parties or violate any obligation of the Company or any Company Subsidiary with respect to confidentiality; provided, however, that, subject to the Company's obligations pursuant to Section 6.8, the Company shall use reasonable best efforts have no obligation pursuant to obtain this Section 6.7 regarding any communications, information or other materials regarding either (a) a Takeover Proposal that the required consent from Company Board determines in good faith (after consultation with the counterparty Company's outside counsel and financial advisor) constitutes or is reasonably likely to such Contract lead to allow such access or disclosure a Superior Proposal, or (zb) would result a Company Adverse Recommendation Change. Parent, Merger Sub and their respective officers, employees and agents will hold any such information that is non-public in a loss of such privilegeconfidence in accordance with the Confidentiality Agreement. No additional investigations or disclosures shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the Company shall use its reasonable best efforts remedies available to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeMerger Sub pursuant to this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited To the extent not restricted by third party agreement or applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Periodlaw, the Company shall (and shall cause shall, subject to any necessary third-party approvals, allow the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at such party’s sole risk and expense, to all facilities, properties, offices personnel, books and other facilities records of the Company and the Company Subsidiaries and its subsidiaries. Parent agrees to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or conduct its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure investigation in a manner that does not violate Lawinterfere unreasonably with the Company’s or its subsidiaries’ operations and with the prompt and timely discharge by such party’s employees of their duties. Parent agrees to indemnify and hold the Company and its subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of the Parent Parties, and any loss, damage to or destruction of any property owned by the Company or the subsidiaries or others (yincluding claims or liabilities for loss of use of any property) is prohibited by an existing Contractresulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall use reasonable best efforts not be required to obtain the required consent from the counterparty provide access to or otherwise disclose information if such Contract to allow information is subject to, or such access or disclosure or (z) would result in a loss of such jeopardize, the attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided that the Company shall use its commercially reasonable best efforts to allow for (A) obtain the required consent of such Third Party to provide such access or disclosure disclosure, (or B) develop an alternative to providing such information so as much or it as possible) in a manner to address such matters that would not result in a loss of such privilege, including is reasonably acceptable to the extent requested by Parent and if applicable, by entering the Company or (C) enter into a customary joint defense agreement or implement such other techniques if the parties determine that doing so would alleviate reasonably permit the disclosure of such loss information without violating applicable law or jeopardizing such privilege. None of privilegethe Parent Parties nor any of their officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or its subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld.

Access to Information; Confidentiality. (a) Except as otherwise prohibited To the extent permitted by applicable Law, Law and subject to the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodConfidentiality Agreement, the Company shall (shall, and shall cause the Company each of its Subsidiaries to), at Parent’s expense: (i) provide afford to Parent and to the Parent’s officers, directors, employees, accountants, consultants, legal counsel, agents financial advisors and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by ParentCompany, to reasonable access (including for the officers, employees, agents, properties, offices purpose of coordinating integration activities and other facilities transition planning with the employees of the Company and its Subsidiaries) to all of the Company’s and the Company Subsidiaries and to the books and records thereofSubsidiaries’ properties, and (ii) furnish as promptly as practicable to Parent such information concerning the business, propertiesbooks, Contracts, assets, liabilitiescommitments, personnel and other aspects of the Company and the Company Subsidiaries records as Parent or its Representatives may from time to time reasonably request; provided, that if and, during such access or disclosure (x) is prohibited by applicable Lawperiod, the Company shall use reasonable best efforts (and shall cause its Subsidiaries to) furnish promptly to provide Parent all information concerning the Company’s and the Company Subsidiaries’ businesses, properties, facilities, operations and personnel, in each case as Parent may reasonably request. If any of the information or material furnished pursuant to this Section 6.02(a) includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Action, each party understands and agrees that the parties have a commonality of interest with respect to such access matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or disclosure information is not intended to, and shall not, waive or diminish the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Subject in a manner that does not violate Lawall respects to the terms of this Section 6.02(a), (y) is prohibited by an existing Contractpromptly after receipt thereof, the Company shall use reasonable best efforts deliver to obtain Parent copies of any written reports to the required consent from Company’s risk management committee or similar body, pursuant to the counterparty to such Contract to allow such access Company’s existing risk management policies (including the Company Trading Policies), in connection with any breaches of, or disclosure or (z) would result in a loss of such privilegeexceptions from, the Company’s existing risk management policies (including the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeTrading Policies).

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during During the Pre-Closing Period, the Company shall (afford, and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents directors and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities employees of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Lawafford, the Company shall use officers, employees and agents of Parent and Merger Sub reasonable best efforts to provide such access or disclosure during normal business hours upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the Company's and the Company Subsidiaries' officers, employees, properties, facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and other assets as Parent shall reasonably request, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of Federal or state securities Laws and a copy of any communication received by the Company from the SEC concerning compliance with securities laws with respect to matters unrelated to the Transactions and (ii) all other information concerning its and the Company Subsidiaries' business, properties and personnel, in each case (A) as Parent through its officers, employees or agents may reasonably request, (B) that are in the possession, custody or control of the Company or any Company Subsidiary, and (C) the disclosure of which would not violate any Law, (y) is prohibited by an existing Contractcause to be waived the attorney-client privilege or other similar privilege with respect to any material matter, result in the disclosure of any trade secrets of third parties or violate any obligation of the Company or any Company Subsidiary with respect to confidentiality. Parent, Merger Sub and their respective officers, employees and agents will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or disclosures shall use reasonable best efforts affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeMerger Sub pursuant to this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior Prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodClosing, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to permit Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents its outside advisors and other representatives (collectively, “Representatives”including the independent auditors and independent actuaries of Parent) of Parent to have reasonable access, during normal regular business hours and upon reasonable prior advance notice to the Company by ParentCompany, to the officersits directors, employees, agents, properties, offices officers and other facilities management personnel of the Company and its Subsidiaries, to the outside advisors and representatives of the Company and its Subsidiaries (including their independent auditors and independent actuaries) and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries (including, without limitation, all books of account, work papers and financial statements) to the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is extent not prohibited by applicable Law, for any reasonable business purpose relating to this Agreement (including in connection with (x) Parent reviewing and evaluating the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, financial statements and Book Value of the Companies and its Subsidiaries and the Preliminary Closing Balance Sheet and the Preliminary Closing Book Value Statement and (y) Parent causing to be issued and conditionally bound the R&W Insurance Policy and Parent obtaining, and fulfilling its obligations under and with respect to the R&W Insurance Policy); provided if access to any books and records or other information that is prohibited by subject to (i) an existing Contract, the Company shall use reasonable best efforts attorney-client or other legal privilege would give rise to obtain the required consent from the counterparty to a material risk of waiver of such Contract to allow such access or disclosure privilege or (zii) confidentiality or non-disclosure restrictions would result in a loss material breach of such privilegerestrictions, such books and records and other information shall not be made so accessible; provided, further, that if the Company does not provide access or information in reliance on the foregoing, it shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) communicate the applicable information to Parent in a manner that would not result in violate the applicable Law or Contract or waive such a loss of such privilege, including privilege if and to the extent requested by Parent possible. Access to the books and if applicablerecords and such directors, by entering into a customary joint defense agreement that would alleviate such loss officers and management personnel of privilegethe Company and its Subsidiaries, to the outside advisors and representatives of the Company and its Subsidiaries shall be at Parent’s sole cost and expense and may not unreasonably interfere with the conduct of the Company’s or its Subsidiary’s business.

Access to Information; Confidentiality. Except as required by applicable law and as otherwise provided in Section 5.1(d), the Company shall, and shall cause each of its Subsidiaries to, upon reasonable advance notice by Compass to the Company, afford to Compass, and to Compass’s officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable and reasonably prompt access during normal business hours during the period prior to the Effective Time or the earlier termination of this Agreement to all their respective properties, assets, books, contracts, commitments, Representatives and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, make available to Compass on a prompt basis (a) Except a copy of each report, schedule, form, statement and other document filed or received by it during such period pursuant to the requirements of domestic or foreign (whether national, federal, state, provincial, local or otherwise) laws and (b) all other information concerning its business, properties and personnel as otherwise prohibited by applicable LawCompass may reasonably request (including access to, but not copies of, the terms work papers of Deloitte & Touche LLP or any Contract entered into prior to auditors). Notwithstanding the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Periodforegoing, the Company shall (and shall cause not be required to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company Subsidiaries to), at Parent’s expense: would (i) provide result in the disclosure of any trade secrets of third parties protected by a fully executed written agreement, a copy of which shall be promptly provided to Parent and to the officersCompass upon request, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”ii) violate any obligation of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company with respect to confidentiality arising pursuant to a fully executed written agreement with a customer or supplier of the Company, a copy of which shall be promptly provided to Compass upon request (provided that such information may not be withheld if the applicable confidentiality agreement permits the information to be disclosed to a third party that agrees in writing to keep such information confidential, and Compass does so) or (iii) except as otherwise provided in the Confidentiality Agreement, jeopardize protections afforded the Company under the attorney-client privilege or the attorney-work-product doctrine. Except as required by Parentlaw, to the Compass will hold, and will direct its officers, employees, agentsinvestment bankers, propertiesattorneys, offices accountants and other facilities of the Company advisors and the Company Subsidiaries representatives to hold, any and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such all information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent received from the counterparty to such Contract to allow such access Company, directly or disclosure or (z) would result indirectly, in a loss of such privilege, confidence in accordance with the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeConfidentiality Agreement.

Access to Information; Confidentiality. (a) Except (i) as otherwise prohibited by applicable Law, Law or the terms of any Contract entered into prior to the date hereof or (ii) as would be reasonably expected to violate or result in the loss of any attorney-client client, attorney work product, or other legal privilege (provided, that the Company shall use commercially reasonable efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract, or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal) legal privilege), during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (ix) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent its Representatives reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, properties and offices and other facilities of the Company and the Company Subsidiaries and to the material books and records thereof, and (iiy) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, liabilities and personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided. Parent shall indemnify and hold harmless the Company and the Company Subsidiaries from and against any losses that may be incurred by any of them arising out of or related to the use, storage or handling of (i) any personally identifiable information relating to employees, providers or customers of the Company or any Company Subsidiary and (ii) any other information that if such access or disclosure (x) is prohibited protected by applicable Law, the Company shall use reasonable best efforts Law (including privacy Laws) or a Contract and to provide such which Parent or its Representatives are afforded access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including pursuant to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss terms of privilegethis Agreement.

Access to Information; Confidentiality. From the date of this Agreement to the Effective Time (a) Except as otherwise prohibited or earlier termination of this Agreement), to the extent permitted by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilegeCompany shall, during the Pre-Closing Period, the Company shall (and shall cause the each Company Subsidiaries to)Subsidiary and each of their respective directors, at Parent’s expense: officers, employees or authorized agents to (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable Parent’s Representatives access, during normal business hours and at reasonable times upon reasonable prior notice to the Company by Parentnotice, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, thereof and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assetsassets (tangible and intangible, including Intellectual Property), liabilities, personnel Tax Returns, Tax elections and all other workpapers (provided that with respect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, personnel, internal financial statements and other aspects of the Company and the Company Subsidiaries as Parent or its Parent’s Representatives may reasonably request; provided. The Company shall be entitled to have a representative present at any inspection. No investigation conducted pursuant to this Section 6.5 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Subject to compliance with applicable Laws, that if from the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as requested by Parent to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and each Company Subsidiary and the general status of the ongoing operations of the Company and each Company Subsidiary. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose any information (i) where such access or disclosure would result in the loss of the attorney-client privilege or work product privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement (x) is prohibited by applicable Lawprovided that with respect to any such binding agreements, and following execution of this Agreement, the Company shall will use commercially reasonable best efforts to provide such access or disclosure in a manner that does not violate Lawefforts, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent, to obtain all necessary third party consents to allow Parent to review all such agreements), or (ii) to the extent that outside counsel to the Company advises that such access or disclosure should not be disclosed in order to ensure compliance with any applicable Law. Parent agrees to hold confidential all information which it has received or to which it has gained access pursuant to this Section 6.5 in accordance with the Confidentiality Agreement, dated as of March 3, 2006 between the Company and if applicableParent, by entering into as amended from time to time (the “Confidentiality Agreement”). As soon as practicable after delivering or making available any nonpublic information to any Person in connection with a customary joint defense agreement that would alleviate Superior Offer, the Company shall deliver such loss of privilegenonpublic information to Parent (to the extent such information has not already been deliver to Parent).

Access to Information; Confidentiality. The Company shall, and shall cause each of its Subsidiaries to, upon request, afford to Parent, Merger Sub and their respective Representatives reasonable access during normal business hours, during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period (provided such access shall not unduly disrupt the Company’s and its Subsidiaries’ operations), the Company shall, and shall cause each of its Subsidiaries to, (a) Except furnish promptly to Parent 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 (b) use reasonable best efforts to furnish promptly to Parent all other information concerning its business, properties and personnel as otherwise prohibited by Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors); provided, however, that the foregoing shall not require the Company to disclose, or cause to be disclosed, any information to the extent such disclosure would (i) contravene applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or (ii) result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities privilege of the Company or any of its Subsidiaries or (iii) violate confidentiality obligations owed to a Person to the extent such confidentiality obligations were in effect prior to the execution of this Agreement. All such information shall be held confidential in accordance with the terms of the Amended and Restated Mutual Confidential Disclosure Agreement between Parent and the Company Subsidiaries and dated as of October 7, 2022 (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.3 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Lawobligations of, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeparties hereunder.

Access to Information; Confidentiality. The Company shall (aand shall cause each of its Subsidiaries to) Except as otherwise prohibited by applicable Lawafford to the officers, employees, accountants, counsel, potential lenders and other representatives of Parent reasonable access, during the terms of any Contract entered into period prior to the date hereof or as would be reasonably expected Effective Time, to violate or result in all properties, books, Contracts and records of the loss of any attorney-client (or other legal) privilegeCompany and its Subsidiaries and, during the Pre-Closing Periodsuch period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent all information concerning the Company's business, properties and personnel as Parent may reasonably request, and the Company Subsidiaries to), at Parent’s expense: (i) provide shall make available to Parent the appropriate individuals (including attorneys, accountants and other professionals) for discussions of the Company's business, properties and personnel as Parent may reasonably request. Parent acknowledges that certain of the information which may be made available to it is proprietary and includes confidential information. Prior to the Effective Time and for two years after any termination of this Agreement, Parent will hold and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, legal counsel, advisors and agents and other representatives (collectively, “"Representatives”") to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Parent reasonable accessLaw, during normal business hours all confidential documents and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the businessCompany ("Evaluation Material") furnished in connection with the transactions contemplated by this Agreement. In the event that Parent or any of its Representatives becomes legally compelled (by deposition, propertiesinterrogatory, Contractsrequest for documents, assetssubpoena, liabilities, personnel and other aspects civil investigative demand or similar process) to disclose any of the Company and Evaluation Material, Parent shall provide the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, with prompt prior written notice of such requirement so that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such access protective order or disclosure in a manner other remedy is not obtained, or that does not violate Law, (y) is prohibited by an existing Contract, the Company waives compliance with the provisions hereof, Parent shall use reasonable furnish only that portion of the Evaluation Material which Parent is advised by written opinion of counsel is legally required and exercise best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material. The term "Evaluation Material" does not include any information that (i) at the required consent from the counterparty to such Contract to allow such access or time of disclosure or thereafter is generally available to the public (zother than as a result of its disclosure directly or indirectly by Parent or its Representatives), (ii) would result in was available to Parent on a loss of such privilege, non-confidential basis from a source other than the Company shall use or its reasonable best efforts to allow for advisors, provided that such access or disclosure (or as much or it as possible) in a manner that would source is not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilege.was not

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during During the Pre-Closing Period, the Company shall (shall, and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees and other Representatives of the Company to, provide the officers, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) Representatives of Parent and Merger Sub reasonable access, access during normal business hours and upon reasonable prior notice to the Company by Parenthours, to the officers, employees, agentsRepresentatives, properties, offices facilities, books, records, work papers, correspondence (in each case, whether in physical or electronic form), contracts and other facilities assets of the Company as Parent shall reasonably request as long as such access does not unreasonably interfere with the conduct of the Company’s business, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication received by the Company Subsidiaries and from the SEC concerning compliance with securities laws with respect to matters unrelated to the books and records thereof, and Transactions; (ii) furnish as promptly as practicable to Parent such at the Closing, a list of filings, payments or similar actions that must be taken by the Surviving Corporation within 60 days following the Closing Date for the purposes of obtaining, maintaining, perfecting or renewing any registrations or applications for Company Registered Intellectual Property; and (iii) all other information concerning the its business, propertiesproperties and personnel, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries in each case (A) as Parent through its officers, employees, agents or its other Representatives may reasonably request; provided(B) that is in the possession, that if such access custody or control of the Company or any of its Representatives; and (C) the disclosure of which would not (x) is prohibited by applicable Law, violate any Law or Judgment or any binding confidentiality obligation of the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss waiver of such attorney-client privilege, work product doctrine or similar privilege; provided, however, that the Company and Parent shall use its commercially reasonable best efforts to allow for make appropriate substitute disclosure arrangements under circumstances in which the restrictions in clause (C) above apply. Parent, Merger Sub and their respective officers, employees and agents will hold any such access or disclosure information that is non-public in confidence in accordance with the Confidentiality Agreement. (or as much or it as possibleb) in a manner that would not result in a loss The provisions of such privilegethe Confidentiality Agreement dated September 19, including to the extent requested by 2016 between Parent and if applicablethe Company (the “Confidentiality Agreement”) shall remain in full force and effect in accordance with its terms until the Effective Time (other than the first sentence of Section 6, by entering into a customary joint defense agreement that would alleviate such loss Section 8 and Section 9 thereof, which shall terminate in full and have no further force of privilegeeffect upon the execution and delivery of this Agreement), at which time the Confidentiality Agreement shall automatically terminate without further action.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to From and after the date hereof or as would be reasonably expected to violate or result until the earlier of the Effective Time and the termination of this Agreement in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Periodaccordance with its terms, the Company shall (and shall cause the Company Subsidiaries to)use commercially reasonable efforts, at Parent’s expense: upon reasonable advance notice, to (i) provide to give Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents Merger Sub and other representatives (collectively, “Representatives”) of Parent their respective Representatives reasonable access, access during normal business hours to relevant employees and upon reasonable prior notice facilities and to the Company by Parentrelevant books, to the officerscontracts, employees, agents, properties, offices and other facilities records of the Company and the Company Subsidiaries its Subsidiaries, (ii) permit Parent and Merger Sub to the books and records thereofmake such inspections as they may reasonably request, and (iiiii) cause its and its Subsidiaries’ officers to furnish as promptly as practicable Parent and Merger Sub with such financial and operating data and other information with respect to Parent such information concerning the business, properties, Contracts, assets, liabilities, and personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives Merger Sub may from time to time reasonably request; provided, however, that if none of the foregoing will be provided or made in such access or disclosure (x) is prohibited by a manner as to unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. Subject to applicable Law, the Company shall use reasonable best efforts keep Parent reasonably informed with respect to provide such access the status of any litigation, arbitration, mediation or disclosure in a manner that does not violate Law, similar proceeding involving the Company or any of its Subsidiaries (y) is prohibited by an existing Contractcollectively, the Company “Legal Proceedings”), shall use reasonable best efforts provide Parent with such documentation and other information as Parent may request with respect to obtain any Legal Proceedings, shall afford Parent the required consent from the counterparty opportunity to such Contract to allow such access or disclosure or monitor any Legal Proceedings (z) would result in a loss employing counsel of such privilege, the Company shall use its reasonable best efforts to allow choice for such access or disclosure purpose) and shall consult with Parent (or as much or it as possibleand such counsel, if any) regarding the strategy with respect to and defense of any Legal Proceedings and consider Parent’s views with respect thereto in a manner that would not result in a loss of good faith, ultimately making its own independent decision with respect to any such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeLegal Proceedings.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Upon reasonable notice and subject to Law, the terms Company, for the purposes of enabling Parent to verify the representations and warranties of the Company and to prepare for the Integrated Mergers and the other matters contemplated by this Agreement, shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent, access, during normal business hours during the period from the date of this Agreement to the Effective Time, to all of the Company’s properties, books, contracts, commitments, personnel, information technology systems, Tax Returns and related work papers and records reasonably requested by Parent. The Company shall cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, the Company shall, and shall cause its Subsidiaries to, promptly make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by the Company during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which the Company is not permitted to disclose under Law) and (ii) all other information concerning the Company’s business, properties and personnel as Parent may reasonably request. 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 violate or prejudice the rights of the Company’s customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any Contract common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date hereof or as would be reasonably expected to violate or result of this Agreement. The Company will make appropriate substitute disclosure arrangements under circumstances in which the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities restrictions of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegepreceding sentence apply.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to From the date hereof or as would be reasonably expected until the Closing Date, Seller to violate or result in the loss of any attorney-client extent permitted by Applicable Law will (or other legali) privilegegive, during the Pre-Closing Period, the Company shall (and shall will cause the Company Subsidiaries toand each Subsidiary to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties (including for purposes of performing Phase I environmental assessments), at Parent’s expense: (i) provide to Parent books and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities records of the Company and the Company Subsidiaries and to the books and records thereof, of Seller relating to the Company and the Subsidiaries and (ii) furnish as promptly as practicable furnish, and will cause the Company and each Subsidiary to Parent such information concerning the businessfurnish, propertiesto Buyer, Contractsits counsel, assetsfinancial advisors, liabilities, personnel auditors and other aspects authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company. Notwithstanding the foregoing, Buyer shall not have access to (A) personnel records of the Company and the Company Subsidiaries as Parent relating to individual performance or its Representatives may reasonably request; providedevaluation records, that if such access medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure (x) is prohibited by applicable Law, of which could subject the Company shall use or any Subsidiary to risk of liability or (B) any information or documentation that would in the reasonable best efforts to provide such access discretion of Seller waive any attorney-client privilege, attorney work product protection or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty other legal privilege applicable to such Contract to allow such access information or disclosure documentation or (z) would result in any other applicable legal privilege. No investigation by Buyer or other information received by Buyer shall operate as a loss of such privilegewaiver or otherwise affect any representation, the Company shall use its reasonable best efforts to allow for such access warranty or disclosure (agreement given or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested made by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeSeller hereunder.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawSubject to Section 8.01, from the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to Article 12, the terms Seller Companies, the Founder and the Onshore Companies will (i) give, and will cause each other Group Company to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of each Group Company, (ii) furnish, and will cause each Group Company to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to any Contract Group Company as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of each Group Company to reasonably cooperate with Buyer in its investigation of the Group; provided that, in each case, any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of personnel of Seller Companies or the Group Companies and in such a manner as not to interfere with the normal operations of the business of the Group Companies. Notwithstanding anything to the contrary in this Agreement, Seller Companies, Founder and the Group Companies shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s good faith judgment, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any Applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (hereof. No investigation by Buyer or other legal) privilegeinformation received by Buyer shall operate as a waiver or otherwise affect any representation, during warranty or agreement given or made by the Pre-Closing PeriodSeller Companies, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company Founder and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeGroup Companies hereunder.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawThe Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, afford to Parent and its Representatives, reasonable access during normal business hours during the terms of any Contract entered into period prior to the date hereof or as would be reasonably expected earlier of the Effective Time and the termination of this Agreement to violate or result in all of its and its Subsidiaries’ properties, books and records (including Tax Returns) and upon reasonable notice by Parent to those employees and Representatives of the loss of any attorney-client (or other legal) privilegeCompany to whom Parent requests access, and, during the Pre-Closing Periodsuch period, the Company shall (and shall cause the Company Subsidiaries to)furnish to Parent, at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours as promptly as reasonably practicable and upon reasonable prior notice to the Company by Parentnotice, to the officersall financial, employees, agents, properties, offices operating and other facilities of the Company data and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the its and its Subsidiaries’ business, properties, Contracts, assets, liabilities, properties and personnel and other aspects of the Company and the Company Subsidiaries as Parent or through its Representatives may reasonably request; provided. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines that if such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or conflict with or violate any Law (xincluding antitrust Laws) or any Contract to which the Company or any of its Subsidiaries is prohibited by applicable Lawa party (provided, however, that the Company shall in such event use reasonable best efforts to provide avoid such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilegeconstraints on disclosure, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss in customary form). No investigation or access permitted, or knowledge obtained, pursuant to this Section 7.01 shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the Company hereunder or otherwise prejudice in any way the rights and remedies of privilegeParent or Merger Sub hereunder.

Access to Information; Confidentiality. (a) Except as otherwise prohibited From the date of this Agreement to the Effective Time, to the extent permitted by applicable Law, Law and those confidentiality obligations of the terms Company set forth in Section 6.3 of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodCompany Disclosure Letter, the Company shall (shall, and shall cause the each Company Subsidiaries Subsidiary and each of its and each Company Subsidiary’s Representatives to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent Parent’s Representatives reasonable access, during normal business hours and at reasonable times upon reasonable prior notice to the Company by Parentnotice, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, thereof and (ii) furnish as promptly as practicable (x) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to Parent the requirements of federal or state securities laws and (y) such other information concerning the business, properties, Contracts, assetsassets (tangible and intangible, including Intellectual Property), liabilities, personnel Tax Returns, Tax elections and all other workpapers in the actual possession of Company relating to Taxes, personnel, internal financial statements and other aspects of the Company and the Company Subsidiaries as Parent or its Parent’s Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, request and will instruct any of the Company’s employees and Representatives who are not cooperating with Parent in its investigation of the business of the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, and the Company shall use reasonable best efforts Subsidiaries to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the cooperate. The Company shall use its reasonable best efforts to allow for obtain consents to disclose information restricted by the confidentiality obligations set forth in Section 6.3 of the Company Disclosure Letter. The Company shall be entitled to have a representative present at any inspection. Notwithstanding the foregoing, neither Company nor its Subsidiaries shall be required to provide access to or to disclose any information (i) where such access or disclosure is reasonably likely to jeopardize the attorney-client privilege or work product privilege of Company or any of its Subsidiaries or contravene any Law, or (or as much or it as possibleii) in a manner that would not result in a loss of such privilege, including to the extent requested by that outside counsel to Company advises that such access or disclosure should not be disclosed in order to ensure compliance with any applicable Law. Parent agrees to hold confidential all information which it has received or to which it has gained access pursuant to this Section 6.3 in accordance with the Confidentiality Agreement, dated as of June 8, 2006 between Company and if applicableParent, by entering into a customary joint defense agreement that would alleviate as amended from time to time (the “Confidentiality Agreement”). Any sampling of environmental media or building material shall require the Company’s prior consent which shall not be unreasonably withheld or delayed. In the event of any sampling of environmental media or building material, (i) Parent shall restore the site of such loss sampling or investigation to its condition (in all material respects) immediately prior to the sampling or investigation, (ii) Parent shall indemnify, defend and hold harmless the Company, each Company Subsidiary and each of privilegetheir directors, officers and employees from any and all losses, claims or damages resulting from any such sampling or investigation, including losses, claims or damages arising under Environmental Laws, including CERCLA and (iii) Parent shall promptly dispose of any wastes generated during the course of such sampling or investigation.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result set forth in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodArticle VIII, the Company shall (shall, and shall cause the Company its Subsidiaries to), at Parent’s expense: (i) provide afford to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent its Representatives reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, access to the officers, employees, accountants, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereofof the Company and its Subsidiaries, and (ii) furnish keep Parent apprised of the status of matters relating to completion of the transactions contemplated by this Agreement including as promptly as practicable notifying Parent of any substantive notices or communication from or with any other Governmental Entity and as promptly as practicable furnishing Parent with copies of notices or other communications received by the Company from any Governmental Entity with respect to such transactions and (iii) promptly furnish to Parent and its Representatives such other information concerning the businessbusiness and properties of the Company relating to all necessary notices, propertiesreports, Contractsconsents, assetsregistrations, liabilitiesapprovals, personnel permits, authorizations, or other filing made by or on behalf of Parent or any of its Affiliates to any third party, including any Governmental Entity, in connection with the transactions contemplated by this Agreement. All access and other aspects investigation pursuant to this Section 6.03(a) shall be conducted (A) during normal business hours upon reasonable advance notice to the Company and (B) in such a manner as not to unreasonably interfere with the normal operations of the businesses of the Company and its Subsidiaries. The Company shall have the right to have one or more of its Representatives present at all times during any visits to the properties or offices of the Company, and during any discussions or contacts with the employees or agents of the Company, contemplated by this Section 6.03(a). Notwithstanding the foregoing in this Section 6.03(a), neither the Company nor any of its Subsidiaries as Parent shall be required to provide access to or its Representatives may reasonably request; provided, that if disclose information where such access or disclosure would (x) jeopardize the protection of any applicable privilege (including attorney-client privilege) or other immunity or protection from disclosure, (y) contravene any Law applicable to the Company or any of its Subsidiaries or their respective businesses or any Contract to which the Company or any of its Subsidiaries is prohibited a party or by applicable Lawwhich any of their assets, properties or rights are bound or (z) result in the disclosure of competitively sensitive information; provided that the Company shall use commercially reasonable best efforts to provide such access or allow the disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure information (or as much or of it as possible) in a manner that would does not result in a loss of such privilegeprivilege or immunity, including to contravene any applicable Law or result in the extent requested by Parent and if disclosure of competitively sensitive information, as applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilege.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during During the Pre-Closing Period, the Company shall (afford, and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent Subsidiary and to the officers, directors, employees, accountants, consultants, legal counsel, agents directors and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities employees of the Company and the Company Subsidiaries and Subsidiary to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Lawafford, the Company shall use officers, employees and agents of Parent and Merger Sub reasonable best efforts to provide such access or disclosure during normal business hours upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the Company's and the Company Subsidiary's officers, employees, properties, facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and other assets as Parent shall reasonably request, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it 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 with respect to matters unrelated to the Transactions and (ii) all other information concerning its and the Company Subsidiary's business, properties and personnel, in each case (A) as Parent through its officers, employees or agents may reasonably request, (B) that are in the possession, custody or control of the Company or the Company Subsidiary, and (C) the disclosure of which would not violate any Law, cause to be waived the attorney-client privilege or other similar privilege with respect to any material matter (y) is prohibited by an existing ContractPROVIDED that such privilege cannot in the Company's good faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement), result in the disclosure of any trade secrets of third parties or violate any obligation of the Company shall use or the Company Subsidiary with respect to confidentiality (provided that the Company will have used reasonable best efforts to obtain the required consent from the counterparty of such third party to such Contract to allow such access or disclosure disclosure). Parent, Merger Sub and their respective officers, employees and agents will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or (z) would result in a loss of such privilegedisclosures shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the Company shall use its reasonable best efforts remedies available to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeMerger Sub pursuant to this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the The Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the its officers, directors, employees, accountants, counsel, consultants, legal counsel, agents financial advisors and other representatives (collectivelyRepresentatives, “Representatives”) of shall afford to Parent and its Representatives and Financing Sources, upon reasonable accessnotice, reasonable access during normal business hours and upon reasonable during the period prior notice to the earlier of the Effective Time and the termination of this Agreement to all of the Company’s and its Subsidiaries’ properties, books and records and to those employees of the Company by or its Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, the Company shall furnish, as promptly as reasonably practicable to such persons all information concerning the Company’s and its Subsidiaries’ business, properties and personnel as such persons may reasonably request. Parent, its Representatives and 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 its Subsidiaries. The Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Returns and in determining the optimal structure for the Surviving Corporation and its Subsidiaries after the Merger. Notwithstanding the foregoing, neither the Company or any of its Subsidiaries shall be required to provide access to or disclose information if the Company reasonably determines that such access or disclosure would (i) jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or the protections of the work-product doctrine, (ii) contravene any Law or violate a Contract to which the Company or any of its Subsidiaries is a party, or (iii) expose the Company to risk of liability for disclosure of sensitive or personal information; provided that, in any such case, the Company or its Subsidiary, as applicable, shall provide such information in redacted form as necessary to preserve such privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of December 20, 2013, between Parent and the Company (as such agreement may be amended from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall hold, and shall cause their respective officers, employees, agentsaccountants, propertiescounsel, offices financial advisors and other facilities of Representatives to hold, all information received from the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent party or its Representatives may reasonably request; providedRepresentatives, that if such access directly or disclosure (x) is prohibited indirectly, in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained by applicable Law, the Company any Person in any investigation pursuant to this Section 5.7 shall use reasonable best efforts affect or be deemed to provide such access modify any representation or disclosure in a manner that does not violate Law, (y) is prohibited warranty made by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeany party hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Subject to Applicable Law, the terms of any Contract entered into prior upon reasonable advance notice to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodCompany, the Company shall (and shall cause the Company Subsidiaries and the Representatives of the Company and each Company Subsidiary to), at ) afford Parent’s expense: (i) provide to Parent officers and to the officers, directors, employees, accountants, consultants, legal counsel, agents and Parent’s other representatives (collectively, “Representatives”) of Parent Representatives reasonable access, during normal business hours and upon reasonable prior notice to throughout the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure Pre-Closing Period in a manner that does not violate Lawmaterially interfere with the business of the Company or the Company Subsidiaries, to its officers, agents, properties, books, Contracts and records; and shall furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request; provided that none of the Company, any Company Subsidiary and any Representative of the Company shall be required to provide such access to or to disclose such information where such access or disclosure would (yi) is prohibited by an existing Contract, contravene any Applicable Law or Order (provided that the Company shall use its commercially reasonable best efforts to provide such disclosure on a basis that does not contravene such Applicable Law or Order), (ii) violate the terms of any Contract of the Company or any Company Subsidiary (provided that the Company shall use its commercially reasonable efforts to obtain the required consent from the counterparty to permit such Contract to allow such access or disclosure disclosure), or (ziii) would reasonably be expected to violate or result in a loss or impairment of such privilegeany attorney-client, work product privilege or Intellectual Property right (provided that the Company shall use its commercially reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would does not result in a loss of impair or violate such privilegeprivileges or rights, including including, as appropriate, providing access to the extent requested by external counsel for Parent and if applicable, by (subject to Parent entering into a customary joint defense common interest agreement that would alleviate such loss of privilegewith the Company, on terms mutually agreeable to Parent and the Company)).

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawDuring the Interim Period, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodSeller, the Company and Future Health shall (and shall cause the Company Subsidiaries their respective subsidiaries to), at Parent’s expense: ): (i) provide to Parent the other party (and to the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (representatives, collectively, “Representatives”) of Parent reasonable access, during normal business hours and access at reasonable times upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company such party and the Company Subsidiaries its subsidiaries and to the books and records thereof, ; and (ii) furnish as promptly as practicable to Parent the other party such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel personnel, Taxes and other aspects of such party and its subsidiaries as the Company and the Company Subsidiaries as Parent other party or its Representatives may reasonably request; provided, that if including in connection with any Tax disclosure in any statement, filing, notice or application relating to the Intended Tax-Free Treatment or any Tax opinion requested or required to be filed pursuant to Section 7.14(b). Notwithstanding the foregoing, none of the Company, Seller or Future Health shall be required to provide access to or disclose information where, in the Seller’s reasonable determination, (i) the access or disclosure would jeopardize the protection of attorney-client privilege, (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement or (iii) such access or disclosure would cause significant competitive harm to the Company or the Business if the Transactions contemplated by this Agreement are not consummated (x) is prohibited by applicable Lawit being agreed that, in the case of each of the foregoing, the Company parties shall use their commercially reasonable best efforts to provide cause such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts information to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) be provided in a manner that would not result in a loss of such privilegejeopardy, including contravention or harm). Prior to the extent requested by Parent and if applicableClosing, by entering into a customary joint defense agreement that would alleviate such loss without the prior written consent of privilegethe Seller, neither Future Health, nor any of its Representatives shall contact any payors, customers, suppliers, employees or agents of the Company or Seller.

Access to Information; Confidentiality. From the date of this Agreement to the Effective Time (a) Except as otherwise prohibited or earlier termination of this Agreement), to the extent permitted by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilegeCompany shall, during the Pre-Closing Period, the Company shall (and shall cause the each Company Subsidiaries to)Subsidiary and each of their respective directors, at Parent’s expense: officers, employees or authorized agents to (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable Parent's Representatives access, during normal business hours and at reasonable times upon reasonable prior notice to the Company by Parentnotice, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, thereof and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assetsassets (tangible and intangible, including Intellectual Property), liabilities, personnel Tax Returns, Tax elections and all other workpapers (provided that with respect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, personnel, internal financial statements and other aspects of the Company and the Company Subsidiaries as Parent or its Parent's Representatives may reasonably request; provided. The Company shall be entitled to have a representative present at any inspection. No investigation conducted pursuant to this Section 6.5 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Subject to compliance with applicable Laws, that if from the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as requested by Parent to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and each Company Subsidiary and the general status of the ongoing operations of the Company and each Company Subsidiary. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose any information (i) where such access or disclosure would result in the loss of the attorney-client privilege or work product privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement (x) is prohibited by applicable Lawprovided that with respect to any such binding agreements, and following execution of this Agreement, the Company shall will use commercially reasonable best efforts to provide such access or disclosure in a manner that does not violate Lawefforts, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent, to obtain all necessary third party consents to allow Parent to review all such agreements), or (ii) to the extent that outside counsel to the Company advises that such access or disclosure should not be disclosed in order to ensure compliance with any applicable Law. Parent agrees to hold confidential all information which it has received or to which it has gained access pursuant to this Section 6.5 in accordance with the Confidentiality Agreement, dated as of March 3, 2006 between the Company and if applicableParent, by entering into as amended from time to time (the "Confidentiality Agreement"). As soon as practicable after delivering or making available any nonpublic information to any Person in connection with a customary joint defense agreement that would alleviate Superior Offer, the Company shall deliver such loss of privilegenonpublic information to Parent (to the extent such information has not already been deliver to Parent).

Access to Information; Confidentiality. (a) Except as otherwise prohibited by set forth in Section 5.05 of the Company Disclosure Letter, subject to applicable Law, the terms of any Contract entered into prior to between the date hereof or as would be reasonably expected of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to violate or result in the loss of any attorney-client (or other legal) privilegeSection 7.01, during the Pre-Closing Periodupon reasonable notice, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide afford to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent Parent’s Representatives reasonable access, access during normal business hours and upon reasonable prior notice to the Company by Parent, to the Company’s officers, employees, agents, properties, offices books, Contracts and records (other facilities than any of the foregoing that relate to the negotiation and execution of this Agreement, or, subject to Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing or alternative transactions) and the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request. Parent and Parent’s Representatives (i) 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 and to the books and records thereof, and (ii) furnish as promptly as practicable shall not be permitted to Parent such information concerning the businessconduct any Phase II or other intrusive sampling, propertiestesting or investigation (including of soil, Contractswater, assetsair or surfaces) at, liabilities, personnel and other aspects on or under any real property of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Subsidiaries. The Company shall use reasonable best efforts not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so could violate applicable Law or a Contract or obligation of confidentiality owing to a third party, waive the protection of an attorney-client privilege, work product doctrine or other legal privilege or expose the Company to risk of liability for disclosure of sensitive or personal information; provided, that information shall be disclosed subject to execution of a joint defense agreement in a manner customary form to external counsel of Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. Without limiting the foregoing, in the event that the Company does not violate Lawprovide access or information in reliance on the immediately preceding sentence, (y) it shall provide notice to Parent that it is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow withholding such access or disclosure or (z) would result in a loss of such privilege, the Company information and shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) communicate, to the extent feasible, the applicable information in a manner way that would not result in a loss violate the applicable Law, Contract or obligation or risk waiver of such privilege, including . All requests for information made pursuant to this Section 5.05 shall be directed to the extent requested General Counsel of the Company or other person designated by Parent the Company. For the avoidance of doubt, until the Effective Time, all information provided by or on behalf of the Company or its Subsidiaries pursuant to this Section 5.05 or pursuant to Section 5.02 will be subject to the terms of the Confidentiality Agreement, which shall remain in full force and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeeffect in accordance with its terms.

Access to Information; Confidentiality. (a) Except Prior to the Effective Time, except as otherwise prohibited by applicable Law, Law or the terms of any Contract entered into prior to which the date hereof Company or any Company Subsidiary is a party, as would materially interfere with the conduct of the business of the Company or any Company Subsidiary, or as would be reasonably expected to violate or result in the loss of any attorney-client privilege of the Company or a Company Subsidiary (or other legal) privilege, during it being agreed that the Pre-Closing Periodparties shall use their reasonable efforts to cause such information to be provided in a manner that does not cause such violation), the Company shall (shall, and shall cause the Company Subsidiaries to), at afford to Parent’s expense: (i) provide to Parent , Merger Sub and to the officers, their directors, employees, accountantsrepresentatives, financial advisors, consultants, lenders, legal counsel, agents accountants and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours advisors and upon reasonable prior notice to the Company by Parentrepresentatives, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and have such access to the books and records thereofrecords, financial, operating and (ii) furnish as promptly as practicable to Parent such information concerning the businessother data, assets, properties, Contractsfacilities, assetsplants, liabilitiesoffices, personnel auditors, authorized representatives, business and other aspects operations of the Company and the Company Subsidiaries as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company and the Company Subsidiaries with respect to the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times upon reasonable advance notice and under reasonable circumstances so as to minimize disruption to or impairment of the Company’s business. In order that Parent may have a full opportunity to make such investigation and, provided such persons are bound by the confidentiality agreement, dated as of May 7, 2007 between Parent and the Company (the “Confidentiality Agreement”), or its Representatives may reasonably request; provided, that if have otherwise agreed to be bound to the provisions of such access or disclosure (x) is prohibited by agreement applicable Lawto representatives, the Company shall use reasonable best efforts to provide furnish the representatives of Parent during such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, period with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request. The information and documents so provided shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including be subject to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss terms of privilegethe Confidentiality Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawAt Parent’s reasonable request, the terms of any Contract entered into prior subject to the date hereof or as would be reasonably expected to violate or result in the loss requirements of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall, and shall use cause each of its subsidiaries to, afford to Parent’s officers, employees, investment bankers, attorneys, accountants, environmental consultants and other advisors and representatives, reasonable best efforts to provide such access or disclosure during normal business hours upon reasonable notice, and in a manner that does is not violate Lawmaterially disruptive to the Company’s business operations, during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, contracts, commitments, directors, officers, employees (y) is prohibited by provided that any such access to employees be in the presence of an existing Contractofficer of the Company), attorneys, accountants, auditors (and, to the extent within the Company’s control, former auditors), other advisors and representatives and records and, during such period, the Company shall, and shall use reasonable best efforts cause each of its subsidiaries to, make available to obtain the required consent from the counterparty Parent and allow Parent to make copies (at its own expense) of, (i) each report, schedule, form, statement and other document filed or received by it during such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including period pursuant to the extent requirements of any applicable Law or Judgment (other than the notification pursuant to the HSR Act or other antitrust filings, which shall be provided, if requested by Parent and if applicableParent, by entering into pursuant to a customary joint defense agreement that would alleviate such loss in customary form entered into between Parent and the Company or each of privilegetheir respective counsel, (ii) all organizational documents, stock certificates and other evidences of equity interests, shareholders’ registers and other registers of equity interests, minute books, certificates of good standing, authorizations to do business and certified accounts of each subsidiary of the Company and (iii) all other information concerning its business, properties and personnel as Parent may reasonably request (including using its commercially reasonable efforts to cause Stonefield Jxxxxxxxx, Inc. to make its work papers available to Parent). 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 in accordance with, and subject to the exceptions contained in, the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior Subject to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expenseSection 10.14: (i) provide the Company shall afford to Parent Purchaser and to the officers, directors, employees, its accountants, consultants, legal counsel, agents financial advisors and other representatives (collectivelyrepresentatives, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable notice throughout the period prior notice to the Company by ParentClosing, to the officersCompany’s properties and facilities (including all owned or leased real property and the buildings, employeesstructures, agentsfixtures, propertiesappurtenances and improvements erected, offices attached or located thereon), books, financial information (including working papers and other facilities data in the possession of the Company Company’s or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control; provided that the Company Subsidiaries shall not be obligated to afford access to any books, records, data or information in the possession of the Company’s independent public accountants unless and until Purchaser has executed a confidentiality and hold harmless agreement related thereto in a form acceptable to the books Company’s independent public accountants), Contracts and records thereofof the Company, and (ii) during such period, shall furnish as promptly as practicable to Parent such information concerning the businessbusinesses, properties, Contracts, assets, liabilities, properties and personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may Purchaser shall reasonably request; provided, that if however, such access or disclosure investigation shall not unreasonably disrupt the Company’s operations; and (xii) is prohibited by applicable Lawprior to the Closing, the Company shall use reasonable best efforts generally keep Purchaser reasonably informed as to provide all material matters outside the Ordinary Course of Business involving the operations and businesses of the Company of which the Company has Knowledge. Any information provided or otherwise obtained pursuant to this Section 6.1 shall constitute Proprietary Information (as defined in the Nondisclosure Agreement) and (without limiting Euronext’s obligations under the Nondisclosure Agreement) Purchaser shall be subject to the same restrictions and Liabilities with respect to such access information as Euronext is with respect to Proprietary Information pursuant to the Nondisclosure Agreement. No information provided to or disclosure in a manner that does not violate Lawobtained by Purchaser pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Article VIII), (y) is prohibited by an existing Contractor the representations or warranties of, or the conditions to the obligations of, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeparties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, From the terms date of any Contract entered into prior this Agreement to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodEffective Time, the Company shall (shall, and shall use its commercially reasonable efforts to cause the each Company Subsidiaries to)Subsidiary and each of their respective directors, at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives representatives, (collectively, “Company Representatives”) of to: (i) provide to Parent and Merger Sub and the Parent Representatives reasonable access, access during normal business hours and in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable prior written notice to the Company by ParentCompany, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, thereof and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel assets and other aspects liabilities of the Company and the Company Subsidiaries as Parent or its the Parent Representatives may reasonably request; provided, however, that if the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or disclosure furnish such information to the extent that the Company believes that doing so would: (xA) is prohibited by applicable Law, result in the loss of attorney-client privilege (provided that the Company shall use commercially reasonable best efforts to provide allow for such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company shall use its reasonable best efforts or any Company Subsidiary with respect to allow for such access confidentiality to any third party or disclosure otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (or as much or it as possibleC) in a manner that would not result in a loss competitor of such privilegethe Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law. Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to the extent requested by such Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeRepresentatives pursuant to this Section 5.5(a).

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawThe Company shall, and shall cause each of its Subsidiaries to, throughout the terms of any Contract entered into prior to period from the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilegeEffective Time, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to the Parent and and, at Parent's request, its Representatives with full access to the officersCompany's facilities, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice and during normal business hours, and to the Company by Parent, to the all officers, employees, agents, properties, offices agents and other facilities accountants of the Company and its Subsidiaries and their respective assets, properties, books and records, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company Subsidiaries and to the books and records thereofits Subsidiaries, and (ii) furnish as promptly as practicable to Parent such persons (x) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans and other books and records) concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects operations of the Company and the Company its Subsidiaries as Parent or its Representatives any of such other persons reasonably may reasonably request; provided. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 6.01 shall constitute "Confidential Information" (as such term is defined in the Confidentiality and Non-Disclosure Agreement dated as of December 4, that if such access or disclosure (x) is prohibited by applicable Law, 1998 between the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Lawand CIBC Xxxxxxxxxxx Corp. (now CIBC World Markets Corp.), as amended (ythe "Confidentiality Agreement")) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by and Parent and Sub each hereby agree to be bound by the Confidentiality Agreement as if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeit were the Recipient (as defined in the Confidentiality Agreement).

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during During the Pre-Closing Period, the Company shall (afford, and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent Subsidiary and to the officers, directors, employees, accountants, consultants, legal counsel, agents directors and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities employees of the Company and the Company Subsidiaries and Subsidiary to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Lawafford, the Company shall use officers, employees and agents of Parent and Merger Sub reasonable best efforts to provide such access or disclosure during normal business hours upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the Company’s and the Company Subsidiary’s officers, employees, properties, facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and other assets as Parent shall reasonably request, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it 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 with respect to matters unrelated to the Transactions and (ii) all other information concerning its and the Company Subsidiary’s business, properties and personnel, in each case (A) as Parent through its officers, employees or agents may reasonably request, (B) that are in the possession, custody or control of the Company or the Company Subsidiary, and (C) the disclosure of which would not violate any Law, cause to be waived the attorney-client privilege or other similar privilege with respect to any material matter (y) is prohibited by an existing Contractprovided that such privilege cannot in the Company’s good faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement), result in the disclosure of any trade secrets of third parties or violate any obligation of the Company shall use or the Company Subsidiary with respect to confidentiality (provided that the Company will have used reasonable best efforts to obtain the required consent from the counterparty of such third party to such Contract to allow such access or disclosure disclosure). Parent, Merger Sub and their respective officers, employees and agents will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or (z) would result in a loss of such privilegedisclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the Company shall use its reasonable best efforts remedies available to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeMerger Sub pursuant to this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, From the terms date of any Contract entered into prior this Agreement to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodEffective Time, the Company shall (shall, and shall cause the each Company Subsidiaries to)Subsidiary and each of their respective directors, at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”) of to: (i) provide to Parent and Merger Sub and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents, and other representatives (collectively, the “Parent Representatives”) reasonable access, access during normal business hours and in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable prior written notice to the Company by ParentCompany, to the officers, employees, agentsauditors, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and ; (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel assets and other aspects liabilities of the Company and the Company Subsidiaries as Parent or its the Parent Representatives may reasonably request; (iii) to the extent permitted by Law, furnish promptly each report, schedule and other document filed or received by the Company or any of the Company Subsidiaries pursuant to the requirements of federal or state securities or regulatory Laws or filed with or sent to the SEC, FERC, the U.S. Department of Justice, the Federal Trade Commission or any other Governmental Entity; and (iv) promptly notify the Parent of any material developments in any audit or similar proceeding related to the change in Utility Subsidiary’s tax accounting method, effective for the tax year ending December 31, 2009, related to costs to repair and maintain utility assets; provided, however, that if the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or disclosure furnish such information to the extent that the Company believes in good faith that doing so would: (xA) result in the loss of attorney-client privilege; (B) violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is prohibited by a party; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law, ) (provided that the Company shall use its reasonable best efforts to provide (a) allow for such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of attorney-client privilege with respect to clause (A) of this proviso, (b) obtain the required consent of such third party to provide access to or disclosure of such information with respect to clause (B) of this proviso, or (c) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company with respect to clauses (A), (B) or (C) of this proviso); it being understood and agreed that the Company shall advise Parent in such circumstances that it is unable to comply with Parent’s reasonable requests for information as a result of attorney-client privilege, Contract obligations or applicable Law and the Company shall use its reasonable best efforts to allow generally describe the types of information being withheld. No access, review or notice pursuant to this Section 5.3 shall have any effect for such access the purpose of determining the accuracy of any representation or disclosure (or as much or it as possible) in a manner that would not result in a loss warranty given by any of such privilege, including the parties hereto to any of the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeother parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to From the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officersClosing Date or the earlier termination of this Agreement, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books reasonable extent at the Company’s discretion and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited extent permissible by applicable LawLaws, the Company shall, and shall use reasonable best efforts to provide such cause its Subsidiaries, officers, Directors and Representatives to, afford to Merger Sub and its Representatives reasonable access or disclosure in a manner that does not violate without undue interruption during normal business hours, consistent with applicable Law, (y) is prohibited to the Company's officers, employees, properties, offices, other facilities and books and records, and shall furnish Merger Sub and its Representatives with all financial, operating and other data and information as Merger Sub and its Representatives shall reasonably request. In particular, but without limitation, upon reasonable prior notice and to the reasonable extent at the Company’s discretion, from and after the date of this Agreement, Merger Sub and its agents, contractors and representatives shall have the right and privilege of entering upon all properties leased or occupied by an existing Contract, the Company shall use reasonable best efforts or any of its Subsidiaries and of reviewing the Company's books and records regarding such properties from time to obtain the required consent from the counterparty time as needed to such Contract to allow such access make any inspections, evaluations, surveys or disclosure tests which Merger Sub may deem necessary or (z) would result in a loss of such privilege, appropriate. Merger Sub and the Company shall use its reasonable best efforts agree to allow mutually cooperate in testing the Company's IT systems for such access or disclosure (or compatibility and interoperability with Parent's IT systems and in other like matters as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent reasonably requested by Parent prior to Closing. Merger Sub will hold and if applicabletreat and will cause its Representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Merger Sub in connection with the transactions 44 contemplated by this Agreement in accordance with the confidentiality agreement between the Company and Parent dated as of December 3, by entering into a customary joint defense agreement that would alleviate such loss of privilege2013 (the "Confidentiality Agreement"), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to compliance with applicable Law, at any time from the terms date of this Agreement until the Closing Date or termination of this Agreement, the Purchaser, the Merger Sub and their respective employees and Representatives shall, at the Purchaser’s and the Merger Sub’s sole cost and expense, be entitled to enter upon or otherwise have access to (remote or otherwise) and make such reasonable investigation of the assets, properties, business and operations of the Company Entities, and such examination of the books and records, financial condition and operations of the Company Entities, as the Purchaser or the Merger Sub may reasonably request. Any such investigation and examination shall be conducted in compliance with applicable Law (including without limitation restrictions imposed in response to the coronavirus) at reasonable times during normal business hours upon reasonable prior notice and under reasonable circumstances; provided that (i) such investigation shall not unreasonably interfere with the business operations of the Company Entities and (ii) if requested by the Company, access to the work papers of the Company Group’s accounting firm shall be conditioned upon the Purchaser’s and the Merger Sub’s agreeing to customary assurances requested by such accounting firm. Neither the Company nor any of the other Company Entities shall be required to provide access to or to disclose information where such access or disclosure would result in the loss of attorney-client privilege or be prohibited under any applicable Law, Order or binding Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably requestthis Agreement; provided, that if such in the event that any Company Entity relies on this sentence to withhold access or disclosure disclosure, the Company shall, to the extent permitted by Law and the protection of such attorney-client privilege, notify the Purchaser of the nature of the withheld information and provide the Purchaser with (x) is prohibited by applicable Law, reasonable substitute disclosure to accommodate the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, Purchaser’s objectives and (y) is prohibited by a reasonable opportunity to seek an existing Contract, appropriate remedy or waiver of compliance with the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss terms of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegethis Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by During the Interim Period, and subject to compliance with applicable LawLaw and this Section 5.2(a), the terms of any Contract entered into prior Seller shall give Purchaser and its Representatives reasonable access during regular business hours to the date hereof properties, books and records of the Company at the request of Purchaser, with reasonable prior notice to Seller, in connection with the transactions contemplated hereby; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or as would operations of Seller and the Company. All contacts with any employee of the Company must be reasonably expected to violate or result requested in writing by Xxxxxxxxx and must first be approved by and coordinated through the loss executive officers of any attorney-client Seller (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries totheir designee(s)), at Parent’s expensewhich approval shall not be unreasonably withheld or delayed. In no event shall Seller be obligated to provide: (i) provide such access or information if Seller determines, in its reasonable judgment, that doing so may: (A) violate applicable Law, an Order, a Contract or any other obligation of confidentiality or any other obligation owing to Parent a third Person (including those relating to sensitive and to personal information); or (B) jeopardize the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities protection of the Company and the Company Subsidiaries and to the books and records thereof, and attorney-client privilege or any other privilege or immunity; or (ii) furnish as promptly as practicable any portion of any Tax Return (or supporting work papers or documents related thereto) of, or with respect to, Seller or any of its Affiliates (other than any Tax Return solely and directly related to Parent such the Company). In addition, during the Interim Period, Seller may designate any competitively sensitive information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent provided to Purchaser or its Representatives may reasonably request; provided, that if pursuant to this Agreement as “outside counsel only” and such access or disclosure (x) is prohibited by applicable Law, the Company information shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including be given only to the extent requested outside counsel of Purchaser and may not be shared, conveyed, summarized or otherwise disclosed in any manner with Purchaser or any of its Subsidiaries or any of their respective Representatives (other than such outside counsel), except as may be expressly agreed in writing by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeSeller in advance.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Lawa)From the Agreement Date through the Closing, the Company and the Seller Parties will provide Parent, Purchaser and their respective Affiliates and Representatives, upon reasonable advance notice to the Company’s or the Seller Parties’ Representatives, with reasonable access during normal business hours to the Leased Real Property and assets of the Company and its personnel, representatives and Books and Records; provided, that such access will be subject to the terms of any Contract entered into applicable Real Property Lease and will otherwise give due regard to minimizing interference with the operations, activities and employees of the Company. In addition, neither Parent, Purchaser nor any of their respective authorized representatives shall contact or hold discussions with customers, suppliers, agents or employees of the Business without the prior written consent of Seller (which consent shall not be unreasonably delayed, withheld or conditioned). (b)As soon as reasonably practicable after the Agreement Date, the Seller Parties shall give Purchaser access to the date hereof or as would be reasonably expected to violate or result Real Property Leases in the loss possession of the Seller Parties or the Company. As soon as reasonably practicable after the Closing, the Seller Parties shall deliver to Purchaser all original (and any attorney-client (and all copies of) agreements, documents, Books and Records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information are stored, in any such case relating primarily to the Business that are in the possession of the Seller Parties. Following the Closing, the Seller Parties shall not retain in their possession or control, in any form, any agreements, documents, Books and Records, files or other legal) privilegeinformation, during or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, Books and Records, files and other information, relating primarily to the Pre-Closing PeriodBusiness (including any personal or other information stored on any Company media by any employees of the Company); provided, that the Company foregoing shall (not apply to agreements, documents, Books and shall cause the Company Subsidiaries to)Records, at Parent’s expensefiles and other information that are: (i) provide contained in any electronic file created pursuant to Parent and to a Seller Party’s routine back-up or archiving procedure, (ii) required by either Seller Party or any of its Affiliates in connection with the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) provision of Parent reasonable access, during normal business hours and upon reasonable prior notice services to the Company by Parent, pursuant to the officersTransition Services Agreements or (iii) required by a Seller Party for compliance with Regulations; and provided further that, employeesif and so long as, agentsany such information is Confidential Information then such Confidential -49- Information shall be kept confidential in accordance with Section 6.2(e). If, propertiesnotwithstanding the foregoing, offices a Seller Party discovers following the Closing Date that it is in possession of or has under its control any such items that it is not permitted to retain pursuant to the foregoing or the following sentence, then such Seller Party shall thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable. In the event that any Books and Records or other facilities of information to be delivered to Purchaser pursuant to this Section 6.2(b) relate not only to the Company but to either Seller Party or other Affiliates of Seller or are necessary for Seller or any of its Affiliates to comply with Regulations or to comply with Contracts, then Seller shall be entitled to retain copies of such Books and Records or other information to the extent necessary for such compliance. (c)Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.2 shall require the Seller Parties, the Company Subsidiaries and or any of their respective Affiliates to disclose any information to Purchaser if such disclosure (i) would violate the books and records thereofmaintenance of attorney‑client or other legal privileges or doctrines, and or (ii) furnish would violate applicable Regulations or limitations imposed by any Governmental Body. (d)Each of Parent and Purchaser will hold and will cause its representatives and Affiliates to hold in confidence all documents and information furnished to it in connection with the Transaction pursuant to the terms of that certain confidentiality agreement dated July 26, 2018 between Seller and Parent (the “Non-Disclosure Agreement”). All materials reviewed or received in connection with this Section 6.2 shall be deemed to be Evaluation Material (as promptly as practicable to Parent such information concerning defined in the business, properties, Contracts, assets, liabilities, personnel and other aspects Non-Disclosure Agreement) for the purposes of the Company Non-Disclosure Agreement. Effective as of the Closing, the Non-Disclosure Agreement shall expire and no longer apply to Parent, Purchaser or any of their respective Affiliates. (e)For a period of three years following the Company Subsidiaries as Parent Closing Date, each Seller Party shall not, and each Seller Party shall direct its Representatives not to, use for its or their own commercial benefit or divulge or convey to any third party for such third party’s commercial benefit, any Confidential Information; provided, however, that, notwithstanding the foregoing restriction, Seller or its Representatives may furnish such portion (and only such portion) of the Confidential Information as such Seller Party or such Representative reasonably determines it is legally obligated to disclose if: (i) it receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a Governmental Body; (ii) to the extent not inconsistent with such request, it notifies Purchaser of the existence, terms and circumstances surrounding such request and consults with Purchaser on the advisability of taking steps available under applicable Regulations to resist or narrow such request; provided, that if such access or disclosure and (xiii) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use it exercises reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the required consent from the counterparty disclosed Confidential Information. For purposes of this Agreement, “Confidential Information” consists of non-public information and data relating to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (this Transaction other than information that is or as much or it as possible) in a manner that would not result in a loss of such privilege, including becomes available to the extent requested public other than as a result of a breach of this Section 6.2(e) by a Seller Party or its Representatives, but in no event shall information exclusively relating to or exclusively used in the operation of the Simply Mac Business be Confidential Information. Notwithstanding anything in this Agreement to the contrary, each Seller Party or its Representatives may (without notice to Parent and if applicableor Purchaser), by entering into furnish Confidential Information to one or more Persons who execute a customary joint defense confidentiality agreement in connection with any negotiations or discussions involving any Seller CIC Transaction; provided, -50- that would alleviate the Seller Parties shall be jointly and severally liable for any breaches of any such loss of privilegeconfidentiality agreements by the counterparties thereto. Notwithstanding anything in this Section 6.2, this Section 6.2 is subject to Section 11.7. Section 6.3.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable LawThe Company shall, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to)its Subsidiaries, at Parent’s expense: to (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives its Representatives access at reasonable times (collectively, “Representatives”) of Parent reasonable access, during including normal business hours and hours) upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices offices, warehouses and other facilities (including for the purpose of making reasonable noninvasive or disruptive inspections), and to all books, contracts, commitments and records (including Tax Returns) of the Company and the Company its Subsidiaries and cause the Company’s and its Subsidiaries’ respective Representatives to the books and records thereofprovide reasonable access to such information as Parent or Merger Sub may reasonably request, and (ii) furnish as promptly as practicable make available to Parent and Merger Sub a copy of each report, schedule and other document filed or received by the Company or any of its Subsidiaries during such period pursuant to the requirements of the federal or state securities Laws; and (iii) furnish promptly such information concerning the Company and its Subsidiaries, including such financial and operating data and other information with respect to the business, properties, Contracts, assets, liabilities, properties and personnel and other aspects of the Company and the Company Subsidiaries its Subsidiaries, as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law. Notwithstanding the foregoing, the Company shall use reasonable best efforts not be required to provide such access if it determines that such access would unreasonably damage the Company’s properties or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, assets or disrupt or impair the business or operations of the Company or any of its Subsidiaries. Nothing herein shall use reasonable best efforts require the Company or any of its Subsidiaries to obtain disclose information to the required consent from the counterparty to extent such Contract to allow such access or disclosure or (zA) would result in a loss waiver of attorney-client privilege, work product doctrine or similar privilege, (B) would cause competitive harm to the Businesses if the transactions contemplated by this Agreement are not consummated or (C) would violate any applicable Law or any confidentiality obligation of such privilege, party existing as of the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegedate hereof.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result set forth in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodArticle VII, the Company shall (shall, and shall cause the Company its Subsidiaries to), upon reasonable prior written notice, afford to FCI and FCI’s Representatives (at ParentFCI’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal at reasonable times and in a manner as shall not unreasonably interfere with the business hours and upon reasonable prior notice to or operations of the Company by Parentor any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company Subsidiaries and to the books and records thereofshall, and (ii) shall cause its Subsidiaries to, furnish as promptly as practicable to Parent FCI such other information concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects properties of the Company and its Subsidiaries as FCI may reasonably request in writing from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information (i) that is competitively sensitive as Parent a result of the businesses in which the Forsyth Parties, BW and their Affiliates engage, or its Representatives may reasonably request; provided, that if (ii) where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (x) is prohibited by applicable Law, it being agreed that the Company parties shall use their reasonable best efforts to provide cause such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts information to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) be provided in a manner that would not result in a loss such jeopardy or contravention). No investigation after the date of such privilegethis Agreement shall affect the Company’s representations and warranties contained herein, including or limit or otherwise affect the remedies available to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeForsyth Parties pursuant to this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior Prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing PeriodBoard Appointment Time, the Company shall (afford, and shall cause the officers, directors and employees of the Company Subsidiaries to)to afford Parent, at Parent’s expense: (i) provide to Parent Merger Sub and to the officers, directors, employees, accountants, consultants, legal counsel, employees and agents and other representatives (collectively, “Representatives”) of Parent and Merger Sub reasonable access, access during normal business hours and upon reasonable prior written notice to the Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Lawunreasonably disrupt or interfere with business operations, to the Company’s properties, facilities, books and records and other assets as Parent shall reasonably request, including access to the Company’s directors, officers and employees, and shall promptly furnish Parent and Merger Sub all other information concerning its business, properties and personnel, in each case (A) as Parent through its officers, employees or agents may reasonably request, (yB) is prohibited by an existing Contractthat are in the possession, custody or control of the Company, and (C) the disclosure of which would not violate any Law or cause to be waived the attorney client privilege, work product doctrine or other applicable privilege or violate any obligation of the Company shall use reasonable best efforts with respect to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or confidentiality (z) would result in a loss of such privilege, provided the Company shall use its commercially reasonable best efforts to allow for obtain a waiver of any such access or disclosure (or as much or it as possible) in a manner confidentiality provision if requested by Parent); provided, however, that would not result in a loss of such privilege, including subject to the extent requested Company’s obligations pursuant to Section 6.8, the Company shall have no obligation pursuant to this Section 6.7 regarding any communications, information or other materials regarding either (a) a Takeover Proposal that the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor) constitutes or is reasonably likely to lead to a Superior Proposal, or (b) a Company Adverse Recommendation Change. No investigation by Parent, Merger Sub or any of their officers, employees or agents and no other receipt of information by Parent, Merger Sub or any of their officers, employees or agents shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement. Parent and if applicableMerger Sub will hold, by entering into a customary joint defense agreement and will direct their respective officers, employees and agents to hold, any such information that would alleviate such loss of privilegeis non-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during During the Pre-Closing Period, the Company shall (afford, and shall cause the officers, directors and employees of the Company and its Subsidiaries to)to afford, at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, employees and agents and other representatives (collectively, “Representatives”) of Parent and Merger Sub reasonable access, access during normal business hours and upon reasonable prior notice to the Company by Parenthours, to the officers, employees, agents, properties, offices facilities, books, records, correspondence (in each case, whether in physical or electronic form), Contracts and other facilities assets of the Company and its Subsidiaries as Parent shall reasonably request as long as such access does not materially interfere with the conduct of the Company’s business, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication received by the Company Subsidiaries and from the SEC concerning compliance with securities laws with respect to matters unrelated to the books and records thereof, Transactions; and (ii) furnish as promptly as practicable to Parent such all other information concerning the its business, propertiesproperties and personnel, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries in each case (A) as Parent through its officers, equity holders, Affiliates, employees or its Representatives agents may reasonably request; (B) that are in the possession, custody or control of the Company; and (C) the disclosure of which would not (x) violate any Law or Judgment, or (y) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall use reasonable best efforts give notice to provide Parent of the fact that it is withholding such access information or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, documents and thereafter the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract reasonably cooperate with Parent to allow such access or the disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure information (or as much or of it as possible) in a manner that would not result violate clause (C). Any such request shall be solely for the purpose of, and any information obtained pursuant to this provision shall be used solely for, facilitating the consummation of the Transactions in a loss accordance with the terms of this Agreement or preparing for the post-Closing operation of the Company. Parent, Xxxxxx Sub and their respective officers, employees and agents will hold any such privilege, including to information that is non-public in confidence in accordance with the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilegeConfidentiality Agreement.