Common use of Information and Access Clause in Contracts

Information and Access. (a) At any time during which the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, the Company shall deliver to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) at any and all reasonable times during normal business hours on reasonable notice and in such manner as is not reasonably likely to adversely affect the operations of the Company or any of its Subsidiaries, as the case may be, to permit each of Sponsor Holdings and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and (ii) to permit Sponsor Holdings and SHUSA to consult with the officers of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, in each case, to the extent consistent with applicable Law (and with respect to any information which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with the matters on which it is consulted as set forth in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a) shall apply for so long as any one or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d).

Information and Access. Between the date of this Agreement and the Closing Date, Seller shall afford to the officers and authorized representatives and agents of Purchaser (a“Purchaser Representatives”) At any time during reasonable access to and the right to reasonably inspect the Facilities, properties, Purchased Assets, books and records of Sellers relating to the Business, which right shall not include the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, the Company shall deliver right to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shallconduct invasive tests or inspections without Seller’s written consent, and will furnish Purchaser Representatives with such additional financial and operating data and other information relating to the Business or the Purchased Assets as Purchaser may from time to time reasonably request. Purchaser’s right of access and inspection shall cause each of its Subsidiaries, (i) at any and all reasonable times during normal business hours on reasonable notice and be made in such a manner as is not reasonably likely to adversely affect unreasonably interfere with the operations of the Company Business, or any otherwise . Notwithstanding the foregoing, Purchaser understands that with respect to financial information and legal matters including litigation matters, if requested by Purchaser, Sellers will provide such documents and information to Purchaser’s outside attorneys and accountants (who will be bound by confidentiality agreements) for their review. During the course of its SubsidiariesPurchaser’s due diligence and review of Sellers, as the case may beBusiness and the Purchased Assets, to permit each of Sponsor Holdings Purchaser and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, Purchaser Representatives as applicable, expensein cooperation with the Seller will be granted access to and meetings with any and all customers, all books of accountvendors, recordsEmployees or other third parties related to the Business, reports documentsincluding creditors as reasonably determined by the Purchaser. Notwithstanding the foregoing, data from and papersafter the date this Agreement is executed by Purchaser, Purchaser acknowledges that its access to information as provided herein, and to make copies the Facilities, offices, and take extracts books and to discuss records of the Business by Seller, and any communications with Sellers or its business, affairs, finances and accounts with its senior employees, accountants representatives and other advisors and (ii) to permit Sponsor Holdings and SHUSA to consult with agents, shall not be the officers basis for termination of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings this Agreement or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, in each case, to the extent consistent with applicable Law (and with respect give rise to any information which would require public disclosure pursuant other contingency to Closing, it being understood that Purchaser shall have conducted all the foregoing, only following due diligence reasonable and necessary for the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees negotiation and entry into this Agreement prior to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with the matters on which it is consulted as set forth in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a) shall apply for so long as any one or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d)date.

Information and Access. (a) At any time during which the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, the Company shall deliver Seller will permit representatives of Purchaser to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) at any and all have reasonable times access during normal business hours on after reasonable notice from Purchaser to Seller, and in such a manner so as is not reasonably likely to adversely affect the operations of the Company or any of its Subsidiaries, as the case may beinterfere with normal operations, to permit each of Sponsor Holdings and SHUSA and their respective authorized representatives to examineall premises, at Sponsor Holdings’ or SHUSA’sproperties, as applicablepersonnel, expenseaccountants, all books of accountbooks, records, reports documentscontracts and documents of or pertaining to the Purchased Assets. Purchaser and each of its representatives will treat and hold such information as confidential. Purchaser shall indemnify, data defend and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and hold harmless (i) Seller; (ii) to permit Sponsor Holdings the lessors under the Assigned Leases and SHUSA to consult the Assigned GPI Affiliate Leases; (iii) the overlandlords under the Subleases and the Lottes Subleases; (iv) and Seller's and such landlords' respective Affxxxxxxs from and against any and all claims, demands, causes of action, losses, damages, liabilities, cost and expenses (including, without limitation, attorneys' fees and disbursements) suffered or incurred by such Persons in connection with (i) Purchaser's and/or Purchaser's representatives' entry upon the officers of Leased Properties, the Company Subleased Properties, and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments premises subject to the organizational documents of Assigned GPI Affiliate Leases and the CompanyAssigned Leases, in each case, to the extent consistent with applicable Law or (ii) any and all other activities undertaken by Purchaser or Purchaser's representatives with respect to any information which would require public disclosure the Leased Properties, the Subleased Properties, and the premises subject to the Assigned GPI Affiliate Leases and the Assigned Leases, pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise)this SECTION 5.3. The Company agrees parties hereto agree and acknowledge that the obligations of Purchaser under this Agreement are not subject to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with the matters on which it is consulted any "due diligence" condition (except as set forth in clause (iiSECTION 2.11) above, recognizing and that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a) SECTION 5.3 shall apply for so long as any one or more in no way affect the conditions set forth in Article VIII of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d)this Agreement, which shall be effective in accordance with their terms.

Information and Access. (a) At any time during which the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, the Company shall deliver to Sponsor Holdings the New Acquirer and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) at any and all reasonable times during normal business hours on reasonable notice and in such manner as is not reasonably likely to adversely affect the operations of the Company or any of its Subsidiaries, as the case may be, to permit each of Sponsor Holdings the New Acquirer and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ the New Acquirer’s or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and (ii) to permit Sponsor Holdings the New Acquirer and SHUSA to consult with the officers of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings the New Acquirer or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, in each case, to the extent consistent with applicable Law (and with respect to any information which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to consider, in good faith, the recommendations of Sponsor Holdings the New Acquirer and SHUSA or its designated representative in connection with the matters on which it is consulted as set forth in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a6.18(a) shall apply for so long as any one or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d).

Information and Access. (a) At any time during which From the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, date hereof until the Company shall deliver to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) at any and all reasonable times during normal business hours on reasonable notice and in such manner as is not reasonably likely to adversely affect the operations of the Company last Transfer Date or any of its SubsidiariesNovation Date, as the case may be, to occur with respect to the Transferred Assets hereunder, the Seller shall (and shall cause its controlled Affiliates to): (a) permit each of Sponsor Holdings the Purchaser and SHUSA its Representatives to have reasonable access during normal business hours, and their respective authorized representatives in a manner so as not to examineinterfere with the normal operations, at Sponsor Holdings’ or SHUSA’sto all premises, as applicableproperties, expensepersonnel, all books of accountaccountants, books, records, reports documents, data contracts and papers, and documents of or pertaining to make copies and take extracts and the Transferred Assets (subject to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors the Seller’s right to redact information unrelated to the Transferred Assets); and (iib) to permit Sponsor Holdings and SHUSA to consult with furnish the officers of the Company Purchaser and its Subsidiaries periodically Representatives with all such information and at such times data concerning the Transferred Assets as the Purchaser or its Representatives reasonably requested by Sponsor Holdings or SHUSAmay request in connection with their review of information in accordance with clause (a), as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, in each case, except to the extent consistent with that such information is subject to attorney-client privilege or furnishing any such information or data would create any Liability under applicable Law Law, including antitrust Law, or would violate any Law, Order or Contract applicable to the Seller or any of its Affiliates or by which any of the Transferred Assets are bound. The Purchaser will indemnify and hold harmless the Seller and its Affiliates (separate and with respect apart from the Purchaser’s obligations in Article IX and without regard to any information which would require public disclosure pursuant basket, cap or other conditions or limitations contained in Article IX) from and against any Losses caused to the foregoing, only following Seller or any of its Affiliates by the Company’s public disclosure thereof through applicable securities law filings gross negligence or otherwise). The Company agrees to consider, in good faith, willful misconduct of the recommendations of Sponsor Holdings and SHUSA Purchaser or its designated representative Representatives in connection with the matters on which it is consulted as set forth such access. Notwithstanding anything in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a) shall apply for so long as 7.2 the Seller will not be required to permit access to or furnish Tax Returns, books, records, contracts, documents, information or data relating to Taxes to the extent that such Taxes do not relate exclusively to the Transferred Assets, and the Purchaser will not have access to personnel and medical records if such access could, in the Seller’s good faith judgment, subject the Seller to risk of liability or otherwise violate any one or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d)applicable Law.

Information and Access. From time to time at Buyer’s request upon reasonable notice and at reasonable times through the Closing, Seller will (a) At any time during which the Company does not file reports with a securities regulatory authority that are publicly available that contain such informationprovide to representatives of Buyer, Buyer’s affiliates and their financing parties and each of their agents, employees and accounting, Tax, legal and other advisors (collectively, the Company shall deliver to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, “Investigating Parties”): (i) at any access to the premises and properties of or pertaining to Seller, subject to the Investigating Parties’ execution of an appropriate access agreement; (ii) access to all reasonable times during normal business hours on reasonable notice accounts, insurance policies, Tax Returns and in such manner as is not reasonably likely to adversely affect the operations of the Company or any of its Subsidiaries, as the case may be, to permit each of Sponsor Holdings and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, as applicable, expense, all books of account, Tax records, reports documents, data Contracts and papers, other books and records concerning Seller and the Business and such other relevant information and materials as may be reasonably requested (including the ability to make copies and take extracts abstracts thereof); and (iii) the opportunity to discuss its business, the affairs, finances and accounts of Seller with its senior employeesXxxxxxx Xxxxxx, accountants Xxxxxx Xxxx, Xxxx Xxxxxxxx and Xxxxx XxXxxxx, and, subject to obtaining Seller’s prior written consent (which shall not be unreasonably withheld), Seller’s other management employees which would reasonably be presumed to have information which would be relevant for the purposes of conducting Buyer’s and such other Investigating Parties’ business, accounting, financial, environmental, legal and other advisors due diligence review regarding Seller and the Business and preparing for the financing and consummation of the transactions contemplated by this Agreement and the conduct of Seller’s business and operation thereafter, and (iib) to permit Sponsor Holdings and SHUSA to consult Seller shall reasonably cooperate with the officers Investigating Parties in arranging for interviews of the Company suppliers and its Subsidiaries periodically and at such times customers of Seller as reasonably requested by Sponsor Holdings or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, in each case, to the extent consistent with applicable Law (and with respect to any information which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection Buyer; provided that such access does not unreasonably interfere with the matters on which it is consulted as set forth in clause (ii) abovenormal operations of Seller; provided, recognizing further, that the ultimate discretion with respect to all such matters requests for access shall be retained by the Companydirected to such other person as Seller may designate from time to time. The provisions of this Section 4.15(a) shall apply for so long as any one or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d).4.4

Information and Access. (a) At any time during which From the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, date hereof until the Company shall deliver to Sponsor Holdings and SHUSA Closing (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its SubsidiariesSubsidiaries to, (i) at any afford to the Buyer and all its Representatives full and reasonable times access during normal business hours on reasonable notice (and at such other times as the parties may mutually agree) to the properties, books, contracts, commitments, records and appropriate personnel of the Company and such Subsidiaries and, during such period, shall furnish promptly to the Buyer (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of the Securities Laws or the HSR Act, and (ii) all other information concerning the businesses, assets or personnel of the Company and such Subsidiaries or the Company Properties as the Buyer may reasonably request, and (b) without limiting the generality of the foregoing, the Buyer shall have the right to conduct or cause to be conducted, at the Buyer's expense, an environmental, physical, structural, electrical, mechanical and other inspection and review of any Company Properties or request that the Company update, at the Buyer's expense, any existing reports, reviews or inspections thereof, in which case the Company shall promptly cause its reports, reviews and inspections to be so updated by the firm or person who prepared such manner as is report or conducted such review or inspection. The Buyer and its Representatives shall, in the exercise of the rights described in this Section, not reasonably likely to adversely affect unduly interfere with the operations operation of the businesses of the Company or any its Subsidiaries or unduly interfere with, restrict or restrain the access of its Subsidiariesother persons to the properties, as the case may bebooks, to permit each of Sponsor Holdings contracts, commitments, records and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and (ii) to permit Sponsor Holdings and SHUSA to consult with the officers management of the Company and its such Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings during the Permitted Period or SHUSA, as applicable, on significant corporate actions involving otherwise unduly impair the ability of the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions to receive a Superior Proposal during the Permitted Period. No information or dispositions knowledge obtained in any investigation pursuant to this Section or otherwise shall affect or be deemed to modify any representation or warranty of assets, issuances of significant amounts of debt the Sellers contained in this Agreement or equity and material amendments the conditions to the organizational documents obligations of the Company, in each case, parties to consummate the extent consistent with applicable Law (and with respect to any information which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with the matters on which it is consulted as set forth in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a) shall apply for so long as any one or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d)transactions contemplated hereby.

Information and Access. (a) At any time during which From the Company does not file reports with a securities regulatory authority that are publicly available that contain such informationdate hereof through the Closing Date, Seller and the Company shall deliver to Sponsor Holdings give Buyer and SHUSA (a) the most recent audited annual financial statements of the Company its counsel, accountants and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) at any and all reasonable times other representatives access during normal business hours on reasonable notice to all properties, books, contracts, documents and records, with respect to the affairs of the Company as Buyer may reasonably request at such times and in such manner as will not disrupt or interfere with the conduct of the Company's business. All such information shall be held confidential by Buyer pursuant to the terms of that certain confidentiality agreement dated May 2, 1997 between Seller and Buyer and dated November 17, 1996 between Seller and certain affiliates of Buyer (collectively, the "Confidentiality Agreement"). During such time, Seller will endeavor to give prompt notice to Buyer of any event which would make a representation or warranty untrue in any material respects or make it unable to comply with a covenant herein. As soon as practicable after Closing, Seller shall deliver to Buyer copies of the financial, accounting and other information and data maintained by and available to Seller with respect to the Company which is not reasonably likely listed on Exhibit 8.1.3, and from and after the Closing Seller shall give Buyer and its representatives access to adversely affect such information and data during normal business hours. Following the operations Closing, the Seller will hold, and will cause its affiliates to hold, and will cause their respective employees, representatives, consultants and advisors to hold, in strict confidence, unless compelled to disclose by judicial or administrative process, or, in the written opinion of its counsel, a copy of which will be promptly furnished to the Buyer, by other requirements of law, all documents and information concerning the Company or any of its Subsidiaries, as the case may be, to permit each of Sponsor Holdings and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and subsidiaries (ii) to permit Sponsor Holdings and SHUSA to consult with the officers of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, in each case, except to the extent consistent with applicable Law (and with respect to any that such information which would require is in the public disclosure pursuant to domain through no fault of the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings Buyer or otherwiseits Affiliates). The Company agrees If the Seller shall be required to consider, in good faithmake disclosure of any such information by operation of the law, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with Seller shall give the matters on which it is consulted as set forth in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a) shall apply for so long as any one or more Buyer prior written notice of the Original Sponsor Holdings Investors seek making of such disclosure and shall use all reasonable efforts to qualify as a “venture capital operating company” within afford the meaning Buyer an opportunity to contest the making of C.F.R. Section 2510.3-101(d)such disclosure.

Information and Access. (a) At any time during which Following consummation of the Company Closing, so long as such access does not file reports unreasonably interfere with a securities regulatory authority that are publicly available that contain Purchaser's business operations, Purchaser shall permit Sellers' counsel and other professionals or representatives employed by them or by J&D's Creditors Committee or otherwise retained by any of them reasonable access to the financial and other books and records relating to the Purchased Assets or the Business (whether in documentary or data form) for the purposes of facilitating the continuing administration of the J&D chapter 11 case, preparing Tax Returns or responding to Tax related inquiries, and other such informationadministrative activities, which access shall include the Company shall right of such professionals to copy, at the Sellers' expense, such documents and records as they may request in furtherance of the purposes described above. If Purchaser moves any such documents or records from their present location, Sellers have the right to require Purchaser to copy and deliver to Sponsor Holdings Sellers or their professionals such documents and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, records as promptly as practicable after each applicable period endthey may request, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, only to the extent Sellers or any such professional (i) at any and all reasonable times during normal business hours on reasonable notice and in such manner as is not furnish Purchaser with reasonably likely to adversely affect the operations detailed written descriptions of the Company or any of its Subsidiaries, as the case may be, materials to permit each of Sponsor Holdings and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors be so copied and (ii) Sellers reimburse Purchaser for the costs and expenses thereof. The parties acknowledge that Sellers shall have the right to permit Sponsor Holdings retain any documents and SHUSA records provided to consult them by Purchaser, subject in all respects to the provisions of Section 5.7 hereof. Following the Closing, Purchaser shall provide Sellers and such of Sellers' professionals as Sellers shall have from time-to-time designated, with the officers reasonable access to former management of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments Business during regular business hours to the organizational documents of the Company, in each case, to the extent consistent with applicable Law (and with respect to any information which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with the matters on which it is consulted assist Sellers as set forth in clause (ii) abovethis Section 6.4, recognizing provided again that the ultimate discretion such access does not unreasonably interfere with respect to all Purchaser's business operations. Purchaser shall not dispose of any such matters documents and records except as shall be retained by consistent with applicable law; provided, further, Purchaser -------- ------- shall provide Sellers with reasonable advance notice prior to the Company. The provisions disposal of this Section 4.15(a) shall apply any such documents or records, together with the opportunity for so long as any one Sellers to preserve such documents or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d)records at Sellers' cost.

Information and Access. (a) At any time during which From the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, date hereof until the Company shall deliver to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) at any and all reasonable times during normal business hours on reasonable notice and in such manner as is not reasonably likely to adversely affect the operations of the Company last Transfer Date or any of its SubsidiariesNovation Date, as the case may be, to occur with respect to the Transferred Assets hereunder, the Seller shall (and shall cause its controlled Affiliates to): (a) permit each of Sponsor Holdings the Purchaser and SHUSA its Representatives to have reasonable access during normal business hours, and their respective authorized representatives in a manner so as not to examineinterfere with the normal operations, at Sponsor Holdings’ or SHUSA’sto all premises, as applicableproperties, expensepersonnel, all books of accountaccountants, books, records, reports documents, data contracts and papers, and documents of or pertaining to make copies and take extracts and the Transferred Assets (subject to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors the Seller’s right to redact information unrelated to the Transferred Assets); and (iib) to permit Sponsor Holdings and SHUSA to consult with furnish the officers of the Company Purchaser and its Subsidiaries periodically Representatives with all such information and at such times data concerning the Transferred Assets as the Purchaser or its Representatives reasonably requested by Sponsor Holdings or SHUSAmay request in connection with their review of information in accordance with clause (a), as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, in each case, except to the extent consistent with that such CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. information is subject to attorney-client privilege or furnishing any such information or data would create any Liability under applicable Law Law, including antitrust Law, or would violate any Law, Order or Contract applicable to the Seller or any of its Affiliates or by which any of the Transferred Assets are bound. The Purchaser will indemnify and hold harmless the Seller and its Affiliates (separate and with respect apart from the Purchaser’s obligations in Article IX and without regard to any information which would require public disclosure pursuant basket, cap or other conditions or limitations contained in Article IX) from and against any Losses caused to the foregoing, only following Seller or any of its Affiliates by the Company’s public disclosure thereof through applicable securities law filings gross negligence or otherwise). The Company agrees to consider, in good faith, willful misconduct of the recommendations of Sponsor Holdings and SHUSA Purchaser or its designated representative Representatives in connection with the matters on which it is consulted as set forth such access. Notwithstanding anything in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a) shall apply for so long as 7.2 the Seller will not be required to permit access to or furnish Tax Returns, books, records, contracts, documents, information or data relating to Taxes to the extent that such Taxes do not relate exclusively to the Transferred Assets, and the Purchaser will not have access to personnel and medical records if such access could, in the Seller’s good faith judgment, subject the Seller to risk of liability or otherwise violate any one or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d)applicable Law.

Information and Access. Between the date hereof and the Closing, Seller shall afford Buyer and its representatives (aincluding accountants and legal counsel) At any time reasonable access to the Target Branches, properties, equipment, records, files, contracts, agreements, books of account and other documents which pertain to the Target Branches, or the transactions contemplated herein, during which the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, the Company shall deliver to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) at any and all reasonable times during normal business hours on reasonable notice and in such manner as is not reasonably likely to adversely affect the operations of the Company or any Target Branches, provided Buyer notifies Seller at least twenty-four (24) hours prior to the time access is requested by Buyer. Seller shall make and furnish to Buyer copies of its Subsidiaries, such items as the case may be, to permit each of Sponsor Holdings and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papersrequested by Buyer, and Seller shall cause its personnel to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and (ii) to permit Sponsor Holdings and SHUSA to consult with the officers provide reasonable assistance in Buyer’s investigation of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments matters relating to the organizational documents of the Company, in each case, to the extent consistent Target Branches and furnish Buyer with applicable Law (and all information with respect to financial and operating data and all other information concerning the business, operations and properties of the Target Branches or the transactions contemplated herein as Buyer may reasonably request. In the event that during Buyer’s review of the business, operations and properties of the Target Branches, Buyer discovers any information matter which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to considerBuyer reasonably determines, in good faith, materially and adversely diminishes the recommendations economic benefits to Buyer of Sponsor Holdings and SHUSA or its designated representative the Branch Sale, Buyer may terminate this Agreement by notifying Seller in connection writing that Buyer does not desire to proceed with the matters on which it is consulted as set forth in clause transactions contemplated by this Agreement within ten (ii10) abovedays of the date of this Agreement, recognizing provided, however, that the ultimate discretion with respect to all such matters Buyer shall be retained by able to exercise this termination right only if, within twenty (20) days following Seller’s receipt of such notice, the Company. The provisions of parties are unable to enter into an acceptable amendment to this Section 4.15(a) shall apply for so long as any one or more Agreement revising the terms and conditions of the Original Sponsor Holdings Investors seek Branch Sale to qualify as a “venture capital operating company” within address the meaning diminution of C.F.R. Section 2510.3-101(d)the economic benefits to the reasonable satisfaction of Buyer.

Information and Access. (a) At any time during which The Company will, and will cause its Subsidiaries to, provide to Parent, Aquarion MergerCo and their respective Representatives reasonable access at such times and locations as are mutually agreed upon by the Company does not file reports with a securities regulatory authority that are publicly available that contain such informationParties to all the Assets, and to the Company shall deliver to Sponsor Holdings books, Contracts, personnel, documents, records, and SHUSA (a) the most recent audited annual financial statements files of the Company and its Subsidiaries, and will furnish to Parent or Aquarion MergerCo copies of documents, records and financial information with respect to the Company’s and its Subsidiaries’ business as Parent or Aquarion MergerCo may reasonably request. Said access shall specifically include access to (bi) all personnel records of the Company and its Subsidiaries; (ii) all Contracts of the Company and its Subsidiaries; (iii) all files and records of the Company and its Subsidiaries; and (iv) the most recent unaudited quarterly financial statements System. Any such access shall be (a) subject to all of the standard protocols and procedures of the Company, (b) subject to any additional procedures required by any landlord, if applicable and (c) in each casesuch a manner as does not unreasonably interfere with the normal operations of the Company. Notwithstanding anything herein to the contrary, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The such access or examination shall be permitted to the extent that it would require the Company or its Subsidiaries to disclose information subject to attorney-client privilege or attorney work- product privilege (provided that the Company shall, and shall cause each its Subsidiaries to, use its and their commercially reasonable efforts to allow for such access or disclosure (or as much of its Subsidiariesit as possible) in a manner that does not result in a loss of attorney-client privilege or protections), (i) at conflict with any and all reasonable times during normal business hours on reasonable notice and in such manner as is not reasonably likely third-party confidentiality obligations to adversely affect the operations of which the Company or any its Subsidiaries is bound as of the date hereof (provided that the Company shall, and shall cause its SubsidiariesSubsidiaries to, as the case may be, to permit each of Sponsor Holdings and SHUSA use its and their respective authorized representatives commercially reasonable efforts to examineobtain the required consent of such third party to such access or disclosure), at Sponsor Holdings’ or SHUSA’sor, as applicable, expense, all books in the opinion of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and (ii) to permit Sponsor Holdings and SHUSA to consult with the officers of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents external legal counsel of the Company, in each case, to violate any applicable Law. If any material is withheld by the extent consistent with applicable Law (and with respect to any information which would require public disclosure Company or its Subsidiaries pursuant to the immediately preceding sentence, the Company shall, and shall cause its Subsidiaries to, inform Parent as to the general nature of what is being withheld. Without limiting the generality of the foregoing, only following the Company’s public disclosure thereof through Company shall, and shall cause its Subsidiaries to, within five (5) Business Days of request by Parent therefor, provide to Parent the information described in Rule 14a- 7(a)(2)(ii) under the Exchange Act and any information to which a holder of Company Common Stock or other equity interest in any Subsidiary of the Company would be entitled under Sections 33-946 and 33-704 of the CBCA or other applicable securities law filings or otherwise)Law. The Company agrees All information exchanged pursuant to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with the matters on which it is consulted as set forth in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters this Section 5.3 shall be retained by subject to the Company. The provisions of this Section 4.15(a) shall apply for so long as any one or more terms of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d)Confidentiality Agreement.