Common use of Information and Documents Clause in Contracts

Information and Documents. (a) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control.

Information and Documents. (a) From and after the date of this Agreement hereof and prior to the earlier of the Deferred Closing Date and the date on which termination of this Agreement is terminated pursuant to Section 9.1Article IX, subject to the extent permitted by applicable Law and any applicable Order, upon reasonable advance noticenotice to Seller, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement Seller and the Ancillary AgreementsSelling Subsidiaries, (1) Seller Parent shallat Purchaser’s sole cost and expense, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have supervised, reasonable access, during normal business hours, hours and under reasonable circumstances to the properties, facilities, assets and books and records that constitute of Seller and the Selling Subsidiaries relating to the Business, the Purchased Assets, the Assumed Liabilities, the Miraclon Entities and the Transferred Subsidiaries (other than the Excluded Assets) and shall make available to Purchaser such personnel, offices financial and operating data and other facilities and properties that constitute available information with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Miraclon Entities and the Transferred Subsidiaries, as Purchaser shall from time to provide time reasonably request (to the extent such other data or information is available under normal operating procedures). Seller shall and shall cause the Selling Subsidiaries to and shall use commercially reasonable efforts to cause its and their Representatives to reasonably cooperate with Purchaser and its Representatives in respect connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller, the Selling Subsidiaries and their Representatives, and Purchaser and its Representatives shall use commercially reasonable efforts to minimize any disruption to the operation of the Business as may businesses of Seller, the Selling Subsidiaries, the Transferred Subsidiaries or any of their Affiliates, including the Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that (A) it could unreasonably disrupt the operation of the business of Seller, any Selling Subsidiary, any Transferred Subsidiary or any of their respective Affiliates or (B) Seller, any Selling Subsidiary, any Transferred Subsidiary or any of their respective Affiliates in good faith reasonably requested by Purchaser Parent for determine that such purposes access or examination could jeopardize the attorney-client privilege or other similar privilege or contravene any Law or Contract (provided, however, that in the event such access or examination could reasonably be expected to jeopardize any attorney-client or other similar privilege or violate any Law or Contract, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence). Notwithstanding anything herein to the contrary, from and after the date hereof to the earlier of (x) the termination of this Agreement and (2y) the Deferred Closing Date, (i) without the prior written consent of Seller, Purchaser Parent shallshall not, and shall cause its Subsidiaries Representatives and Affiliates not to, permit Seller Parent and its Representatives to have reasonable accesscontact any suppliers, during normal business hourscustomers, to the books and records of Purchaser and its Subsidiaries independent contractors, landlords, lessors, banks or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in other Person with whom Seller, any such record not related to the Purchaser Business)Selling Subsidiary, and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent any Transferred Subsidiary or any of its Subsidiaries to restrict their respective Affiliates have or prohibit such access or the provision of such informationhave had a business relationship, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the of Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including Affiliates with respect to matters not involving this Agreement or the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and transactions contemplated hereby or to the extent it relates required for Purchaser’s cooperation under Section 2.6, and (ii) Purchaser shall not have any right to perform any Retained Businessessampling, testing, or Phase II, invasive environmental testing or other invasive investigations of any of the properties or facilities of Seller, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents ofSelling Subsidiary, any Seller Combined Tax Return, and in no event shall Purchaser Parent Transferred Subsidiary or any of its Affiliatestheir Affiliates without the prior written consent of Seller, including Purchaser which consent may be withheld for any reason or no reason in Seller’s sole and its Subsidiariesabsolute discretion. None of Seller, be required any Selling Subsidiary or any Transferred Subsidiary makes any representation or warranty as to provide the accuracy of any information as and provided (if any) pursuant to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i5.1(a), and Purchaser may not rely on the provisions accuracy of Section 6.5(i) (any such information other than as expressly set forth in Seller’s representations and not warranties contained in Article III; provided, however, that no investigation pursuant to this Section 6.1(a)5.1(a) by Purchaser or its Representatives shall controlbe deemed to modify any of Seller’s representations and warranties contained in Article III.

Information and Documents. (a) From and after During the period from the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Date, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent VPI shall, and or shall cause its Subsidiaries to, permit Purchaser Parent Buyer and its Representatives authorized representatives to have reasonable access, during regular normal business hours, to the books and records that constitute Purchased Assetsassets, and to such personnelemployees, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser the WEEMEA Companies and its the Subsidiaries of the WEEMEA Companies, and shall furnish, or that are related cause to be furnished, to Buyer, such financial, tax and operating data and other available information in the ordinary course with respect to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser WEEMEA Business as may be Buyer shall from time to time reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingrequest; provided, furtherhowever, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit no such access or the provision of such information, (ii) providing such access would shall unreasonably interfere with the operation personnel, operations or properties of such Parent’s the WEEMEA Companies and its their Subsidiaries’ respective businesses, including the Business shall be subject to confidentiality restrictions imposed by Law and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates shall be at Buyer's sole expense. Notwithstanding anything to the Strategic Process, or contrary in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closingthis Agreement, neither Parent, the Sellers nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its their Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (WEEMEA Companies and their Subsidiaries), shall be required to disclose or provide Business Employee personnel files to Purchaser Parent Buyer or its Affiliates authorized representatives any information (i) which VPI believes in good faith that doing so is reasonably likely to violate any Contract or Representatives and none of Purchaser Parent Law to which VPI or any of its AffiliatesSubsidiaries is a party or is subject or cause a privilege which VPI or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information, including Purchaser or (and ii) if VPI or any of its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding on the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shallone hand, and shall cause Buyer or any of its Affiliates toSubsidiaries, provide Purchaser on the other hand, are adverse parties in a litigation and its Subsidiaries access to personnel records and other personnel such information related to the Business Employees and Former Business Employees is reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Lawpertinent thereto. It is further agreed thatthat neither Buyer, prior to the Closing, each Parent and its Affiliates and Representatives nor their representatives shall not contact directly or through any other Person any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors customers or other business partners suppliers of the other Parent VPI or any of its Subsidiaries or Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, hereby without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlVPI.

Information and Documents. (a) From and after During the period from the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Date, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent ASD shall, and or shall cause its Subsidiaries to, permit Purchaser Parent Buyers and its Representatives their authorized representatives to have reasonable access, during regular normal business hours, to the books and records that constitute Purchased Assetsassets, and to such personnelemployees, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser the Sellers, the B&K Companies and its the Subsidiaries or that are related of the B&K Companies, in each case, relating to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser B&K Business, and shall furnish, or cause to provide be furnished, to Buyers, such financial, tax and operating data and other available information in with respect of to the Purchaser B&K Business as may be Buyers shall from time to time reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingrequest; provided, furtherhowever, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit no such access or the provision of such information, (ii) providing such access would shall unreasonably interfere with the operation personnel, operations or properties of such Parent’s the B&K Business or the Excluded Businesses, shall be subject to confidentiality restrictions imposed by Law and its Subsidiariesshall be at Buyers’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates sole expense. Notwithstanding anything to the Strategic Process, or contrary in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closingthis Agreement, neither Parent, the Sellers nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its their Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (B&K Companies and their Subsidiaries), shall be required to disclose or provide Business Employee personnel files to Purchaser Parent Buyers or their authorized representatives any information (i) related to the Sale Process or ASD’s or its Affiliates representatives’ evaluation thereof, including projections, financial or Representatives and none other information related thereto other than projections, financial or other information prepared in the ordinary course of Purchaser Parent the B&K Business without being primarily prepared for the Sale Process, (ii) which ASD believes in good faith that doing so is reasonably likely to violate any Contract or Law to which ASD or any of its AffiliatesSubsidiaries is a party or is subject or cause a Privilege which ASD or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information, including Purchaser or (and iii) if ASD or any of its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent on the one hand, and Buyer or any of its Affiliates or RepresentativesSubsidiaries on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto. Notwithstanding the foregoingIn addition, following Closing (x) notwithstanding anything herein to the extent permitted by Lawcontrary, Seller Parent shallprior to Closing, and Buyers shall not have the right to perform or conduct, or cause its Affiliates toto be performed or conducted, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to any environmental sampling or testing at, in, on, or underneath the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable LawReal Property. It is further agreed that, prior to the Closing, each Parent Buyers and its Affiliates and Representatives their representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors customers or other business partners suppliers of the other Parent ASD or any of its Subsidiaries or Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreementhereby, whether in person or by telephone, mail mail, or other means of communication, without the specific prior authorization by the other Parent (ASD, which authorization shall not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control.

Information and Documents. (a) From and after the date of this Agreement hereof and to pending the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Closing, upon reasonable advance notice, to the extent permitted by applicable Law and upon reasonable advance noticeLaw, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during regular normal business hours, to (i) the Real Property, and (ii) the books and records that constitute Purchased Assets, of the Conveyed Subsidiaries (and their Subsidiaries) and the Sellers (in respect of the Business) and to such personnel, offices and other facilities and properties that constitute Purchased Assets, of the Conveyed Subsidiaries (and their Subsidiaries) and the Sellers (in respect of the Business) and to provide furnish such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shallPurchaser; provided, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person Person or persons Persons designated by Seller Parent or Purchaser Parent; provided, as applicablehowever, in writingthat no such access shall unreasonably interfere with the Sellers’ and the Conveyed Subsidiaries’ (and their Subsidiaries’) operation of their respective businesses, including the Business; and provided, further, that each Parent and its Subsidiaries the Sellers may restrict the foregoing access or the provision of such information to the extent that, that (A) in the reasonable judgment of such Parentthe Sellers, (i) applicable Law requires such Parent or any of its Subsidiaries the Sellers to restrict or prohibit such access or the provision of to such information, (iiB) providing in the reasonable judgment of the Sellers, such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a is subject to confidentiality obligation obligations to a third party, (ivC) providing in the reasonable judgment of the Sellers, such access or information disclosure would result in disclosure of any proprietary information or any information that is competitively or commercially sensitive, (vD) in the case of access or information provided by Seller Parent, the information exclusively relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review exploration of strategic alternatives with respect to for the Purchaser BusinessBusiness by the Sellers or their respective Affiliates (or their Representatives) or their evaluation of the Business in connection therewith, including projections or other financial or other information relating thereto, (viE) providing such access or disclosure of any such information would reasonably be expected to could result in the loss or waiver of the attorney-client or other applicable privilege or protection. In (F) the event that information would give a Parent third party the right to terminate or its Subsidiaries restricts access or withholds information on accelerate the basis rights under any Contract of the foregoing clauses (i) through (vi)Business; provided, such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information that in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Laweach case, Seller Parent shall: (i) give reasonable notice to Purchaser of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.1), (ii) inform Purchaser with sufficient detail of the reason for such restriction or prohibition, and shall (iii) use its reasonable best efforts to cause its Affiliates to, provide Purchaser and its Subsidiaries access the documents or information that are subject to personnel records and other personnel information related such restriction or prohibition to the Business Employees and Former Business Employees be provided in a manner reasonably requested proposed by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related that would not reasonably be expected to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than violate such period of time required by applicable Lawrestriction or prohibition. It is further agreed that, prior to the Closing, each Parent Purchaser and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners suppliers of the other Parent Sellers or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser the Business and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail mail, or other means of communication, without the specific prior authorization by the other Parent (Seller Parent, which authorization shall not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent the Sellers or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets (other than Shared Contracts to the extent allocated to Purchaser pursuant to Section 6.26 or any Retained Liabilities. Notwithstanding the foregoing, or be required Seller Parent shall not have any obligation under this Section 6.1 to provide any copies of its Consolidated Tax Returns to Purchaser; provided, however, that if any such Tax Return relates to Purchaser’s Tax liability for a copy ofPost-Closing Tax Period, or otherwise disclose Seller Parent shall provide reasonable access to the contents ofrelevant information contained in such Tax Return to Purchaser (including, any at Seller Combined Parent’s reasonable discretion, by way of providing excerpted parts of such Tax Return, and redacted in no event shall Purchaser the manner Seller Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(ideems necessary), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control.

Information and Documents. (a) From Except for books and after records in the date possession or control of this Agreement and Seller or its Selling Affiliates, in whatever form kept, that are primarily related to the earlier Business, the Purchased Assets or the Assumed Liabilities, Seller shall not be obligated to make delivery of Transferred Books and Records; provided, that Seller shall make available to Purchaser all Transferred Books and Records that are not delivered to Purchaser. In addition, Seller and the Selling Affiliates shall have the right to retain copies of the Closing Date Transferred Books and the date on which this Agreement is terminated pursuant to Section 9.1Records, solely to the extent permitted necessary for Seller and the Selling Affiliates to comply with Applicable Law, as required for usual and customary financial reporting obligations or to fulfill their respective obligations under this Agreement, the TMSA and TSA or any other agreement with Purchaser regarding the Business. Purchaser agrees that it shall preserve and keep, or cause to be preserved and kept, all Transferred Books and Records in the possession of Purchaser or its Affiliates for the longer of (i) the period required by applicable Law and (ii) a period of six (6) years from the Closing Date. During such six-(6) year or longer period, Seller and its Selling Affiliates and Representatives of Seller and its Selling Affiliates shall, upon reasonable advance notice, have access during normal business hours to examine, inspect and copy such Transferred Books and Records solely to the extent reasonably necessary for purposes Seller to address and respond to any matters regarding Seller’s financial statements, Taxes, responses to inquiries from the FDA or any other Governmental Authority and other requirements of integration planning or in furtherance Law related to Seller’s ownership of the transactions contemplated Business and to determine whether amounts are due and payable by Purchaser to Seller pursuant to this Agreement and or any of the Ancillary Agreements, (1) Seller Parent shall, and shall cause . Seller’s or its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, Affiliates’ access to the books Transferred Books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 Records shall be directed to at Seller’s expense and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would not unreasonably interfere with the operation of such ParentPurchaser’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates’, including the Conveyed Subsidiaries (or any successor company’s, business operations. All material obtained pursuant to this Section 7.1 shall be treated as Confidential Information by Seller, its Selling Affiliates and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or respective Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause 24 not be used for any purpose other than those set forth in this Section 7.1. After such six‑(6) year or longer period, before Purchaser or any Affiliate shall dispose of any of such Transferred Books and Records, Purchaser shall give at least thirty (30) days’ prior written notice of such intention to dispose to Seller, and Seller shall be given an opportunity, at its Affiliates tocost and expense, provide Purchaser to remove and its Subsidiaries access to personnel records retain all or any part of such Transferred Books and other personnel information related to the Business Employees and Former Business Employees reasonably Records as it may elect. If so requested by Purchaser, Seller shall enter into a customary joint defense agreement with Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than or such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, Affiliate with respect to any matters that are the subject of both information to be provided to or retained by such Seller or its Selling Affiliates pursuant to this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control.7.1. 

Information and Documents. (a) From and after During the period from the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Date, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent Sellers shall, and or shall cause its their Subsidiaries to, permit Purchaser Parent Buyer and its Representatives authorized representatives to have reasonable access, during regular normal business hours, to the books and records that constitute Purchased all Assets, and to such personnelemployees, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser the Sellers and the Analytical Technologies Companies, in each case, relating to the Analytical Technologies Business, and shall furnish, or cause to be furnished, to Buyer, such financial, Tax and operating data and other available information with respect to the Analytical Technologies Business as Buyer shall from time to time reasonably request; provided, however, that such access shall not unreasonably interfere with the personnel, operations or properties of the Analytical Technologies Business or the Excluded Businesses and shall be subject to confidentiality obligations contemplated by Section 7.1(c) below and shall be at Buyer's sole expense. Notwithstanding anything to the contrary in this Agreement, none of Sellers or any of their Subsidiaries (including the Analytical Technologies Companies) shall be required to disclose or provide to Buyer or its Subsidiaries or that are authorized representatives any information (i) related to the Purchaser Sale Process or the possible sale of the Analytical Technologies Business (provided that Purchaser Parent may redact any with other portions of Excluded Businesses or Parent's or its representatives' evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties ordinary course of Purchaser and its Subsidiaries or that are related to the Purchaser Analytical Technologies Business, and (ii) the disclosure of which Parent determines in good faith, upon advice of outside counsel, is reasonably likely to provide such other information in respect of violate Law or breach the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant confidentiality obligation under any Contract to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such which Parent or any of its Subsidiaries is a party or is subject to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, so long as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its Sellers have made commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure obtain a waiver of the relevant information in confidentiality) or would cause a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Privilege which Parent or any of its AffiliatesSubsidiaries would be reasonably entitled to assert to be waived with respect to such information, including the Conveyed Subsidiaries or (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser iii) if Parent or any of its AffiliatesSubsidiaries, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding on the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shallone hand, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent Buyer or any of its Affiliates (includingSubsidiaries, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided, however, that such information and access shall be disclosed or granted, as applicable, to external counsel for Buyer to the extent required for the purpose of complying with respect Regulatory Laws or any antitrust, competition or trade regulation Laws that are designed or intended to Seller Parent, protect the Conveyed Subsidiaries (national security or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) the national economy of any nation in connection with the transactions contemplated by this Agreement. In addition, notwithstanding anything herein to the contrary, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on, or underneath the Real Property without the specific prior authorization by Parent. It is further agreed that neither Buyer nor its representatives shall contact any of the vendors, customers, creditors or suppliers of Parent or any of its Subsidiaries or Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail mail, or other means of communication, without the specific prior authorization by the other Parent (Parent, such authorization not to be unreasonably withheld, conditioned delayed or delayed); provided that the foregoing conditioned. Sellers shall not prevent any Parent or and shall cause their Subsidiaries and its Affiliates from operating and their respective employees, counsel and financial advisors to cooperate with Buyer, its representatives, auditors and counsel in the ordinary course of business and communicating connection with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to Agreement and the contrary contained herein, in no event shall Seller Parent preparation of any documents or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), other materials which may be required to provide any information as and to in connection with the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose transactions contemplated by the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlTransaction Documents.

Information and Documents. (a) From and after the date of this Agreement hereof and prior to the earlier of the Deferred Closing Date and the date on which termination of this Agreement is terminated pursuant to Section 9.1Article IX, subject to the extent permitted by applicable Law and any applicable Order, upon reasonable advance noticenotice to Seller, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement Seller and the Ancillary AgreementsSelling Subsidiaries, (1) Seller Parent shallat Purchaser’s sole cost and expense, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have supervised, reasonable access, during normal business hours, hours and under reasonable circumstances to the properties, facilities, assets and books and records that constitute of Seller and the Selling Subsidiaries relating to the Business, the Purchased Assets, the Assumed Liabilities, the Miraclon Entities and the Transferred Subsidiaries (other than the Excluded Assets) and shall make available to Purchaser such personnel, offices financial and operating data and other facilities and properties that constitute available information with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Miraclon Entities and the Transferred Subsidiaries, as Purchaser shall from time to provide time reasonably request (to the extent such other data or information is available under normal operating procedures). Seller shall and shall cause the Selling Subsidiaries to and shall use commercially reasonable efforts to cause its and their Representatives to reasonably cooperate with Purchaser and its Representatives in respect connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller, the Selling Subsidiaries and their Representatives, and Purchaser and its Representatives shall use commercially reasonable efforts to minimize any disruption to the operation of the Business as may businesses of Seller, the Selling Subsidiaries, the Transferred Subsidiaries or any of their Affiliates, including the Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that (A) it could unreasonably disrupt the operation of the business of Seller, any Selling Subsidiary, any Transferred Subsidiary or any of their respective Affiliates or (B) Seller, any Selling Subsidiary, any Transferred Subsidiary or any of their respective Affiliates in good faith reasonably requested by Purchaser Parent for determine that such purposes access or examination could jeopardize the attorney-client privilege or other similar privilege or contravene any Law or Contract (provided, however, that in the event such access or examination could reasonably be expected to jeopardize any attorney-client or other similar privilege or violate any Law or Contract, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence). Notwithstanding anything herein to the contrary, from and after the date hereof to the earlier of (x) the termination of this Agreement and (2y) the Deferred Closing Date, (i) without the prior written consent of Seller, Purchaser Parent shallshall not, and shall cause its Subsidiaries Representatives and Affiliates not to, permit Seller Parent and its Representatives to have reasonable accesscontact any suppliers, during normal business hourscustomers, to the books and records of Purchaser and its Subsidiaries independent contractors, landlords, lessors, banks or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in other Person with whom Seller, any such record not related to the Purchaser Business)Selling Subsidiary, and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent any Transferred Subsidiary or any of its Subsidiaries to restrict their respective Affiliates have or prohibit such access or the provision of such informationhave had a business relationship, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the of Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including Affiliates with respect to matters not involving this Agreement or the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and transactions contemplated hereby or to the extent it relates to any Retained Businessesrequired for Purchaser’s cooperation under Section 2.6, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control.and

Information and Documents. (a) From and after the date hereof and prior to the Closing, subject to applicable Law and any applicable Order, upon reasonable advance notice to Seller, Seller shall permit Purchaser and its Representatives to have supervised, reasonable access, during regular normal business hours, to the Business Employees and employee of this Agreement Seller, and to the earlier assets, properties, books and records of the Closing Date Seller Entities and the date on which this Agreement is terminated pursuant Conveyed Entities to Section 9.1the extent relating primarily to the Business and the Purchased Assets (other than the Excluded Assets and any books and records relating thereto), and shall, to the extent permitted by applicable Law any applicable Order, make available to Purchaser such financial and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices operating data and other facilities and properties that constitute Purchased Assets, and available information with respect to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, Purchased Assets (iii) providing to the extent such access data or information would breach a confidentiality obligation to a third partyis readily available under normal operating procedures), (iv) providing including such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates relating to the Strategic Process, or in employment of the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives Business Employees with respect to the Purchaser Businesscompensation, or (vi) providing such access or disclosure of any such service and other similar information would reasonably be expected relating to result in the loss or waiver Seller’s employment of the attorney-client or other applicable privilege or protection. In Business Employees, as Purchaser shall from time to time reasonably request for the event that a Parent or its Subsidiaries restricts access or withholds information on the basis purposes of the foregoing clauses enabling Purchaser to (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with consummate the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without (ii) evaluate the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as potential for and to prepare for the extent it relates sale of certain of the Purchased Assets (the “On-Sale”) (including but not limited to any Retained Businessescooperating with Purchaser’s independent accountants in preparing an audit of the financial results of the Purchased Assets of which Purchaser may dispose, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including cooperating with Purchaser and its Subsidiaries, be required investment bankers and independent accountants in preparing an information memorandum with respect to provide any information as such Purchased Assets and preparing an analysis of issues with respect to the extent it relates separation of such Purchased Assets from the Business); provided, however, that in the event employees of Seller at its Harrisburg, Pennsylvania Shared Services Facility devote more than one hundred twenty (120) hours (the “Hours Cap”) of employee time to such On-Sale, Purchase shall reimburse Seller for any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree thattime in excess of the Hours Cap at the rate set forth in item fifteen (15) of the Services and Pricing Schedule, with respect to information technology matters, and at the rate set forth in item twenty-one (21) of the Services and Pricing Schedule, with respect to finance matters and (iii) operate the Business as operated prior to Closing immediately after Closing; provided, however, that no such access shall unreasonably interfere with the Seller Entities’ or the Conveyed Entities’ operation of their respective businesses, including the Business; and provided, further, that Seller shall not be required to take any matters action which could constitute a waiver of attorney-client privilege. In connection with any On-Sale, Purchaser may provide any Information (as such term is defined in the Confidentiality Agreement) (other than any Information that was provided to Purchaser and its Representatives in a “restricted folder” in the on-line data room) in its possession to any potential purchaser; provided that (i) Purchaser shall provide to Seller the name of each potential purchaser to whom Purchaser intends to provide Information in connection with an On-Sale prior to providing any such Information and (ii) no potential purchaser in connection with an On-Sale shall be granted access to any employees of Seller and its Affiliates. Prior to Purchaser providing any Information to a potential purchaser, such potential purchaser shall have executed a confidentiality agreement with terms that are no less restrictive to the subject of both this Section 6.1(apotential purchaser than the Confidentiality Agreement (other than with respect to the cap for consequential and indirect damages) and Section 6.5(i), that provides that Purchaser shall be liable for any breaches of the provisions confidentiality agreements by the potential purchasers. Purchaser shall keep records of Section 6.5(i) (and not this Section 6.1(a)) shall controlall Information provided to potential purchasers.

Information and Documents. (a) From and after the date of this Agreement hereof and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1pending Closing, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and Corporations shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives representatives to have reasonable access, during normal regular business hours, to the books and records that constitute Purchased AssetsFacilities, and to such personnelassets, offices and other facilities and properties that constitute Purchased Assetsemployees, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser the Selling Corporations and its the Conveyed Subsidiaries or that are related and their Subsidiaries relating to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and shall furnish, or cause to provide be furnished, to Purchaser, such other information in financial, tax and operating data (including independent accountants' work papers with respect to the audited financial statements of the Purchaser Business, subject to Purchaser's or its representatives' execution of standard industry practice work papers access letters and foreign accounting rules and customary practices) and other available information with respect to the Business as may be Purchaser shall from time to time reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingrequest; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit no such access or the provision of such information, (ii) providing such access would shall unreasonably interfere with the Selling Corporations' and the Conveyed Subsidiaries' and their Subsidiaries' operation of such Parent’s and its Subsidiaries’ their respective businesses, including including, without limitation, the Business; provided further, that all information received by Purchaser and given by or on behalf of the Seller Corporations, or the Conveyed Subsidiaries and their 87 Subsidiaries in connection with this Agreement and the transactions contemplated hereby will be held by Purchaser and its Affiliates, agents and representatives as Information, as defined in, and pursuant to the terms of, the Confidentiality Agreement. Pfizer shall, at the reasonable request of Purchaser, provide assistance to Purchaser in its preparation of a narrative description of the historical results of operations and financial condition of the Business for purposes of arranging the financing necessary to effect the Closing hereunder. Purchaser acknowledges that it alone bears responsibility for the contents and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure use of any such information would reasonably be expected narrative description and Pfizer shall have no responsibility or liability resulting therefrom. Purchaser agrees that any such narrative description furnished to result in the loss or waiver of the attorney-client prospective lenders or other applicable privilege or protection. In the event third parties shall clearly disclose that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, Pfizer nor any of its Affiliates and Representatives, assume responsibility for the accuracy of such narrative description or shall conduct have any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlliability resulting therefrom.

Information and Documents. (a) From and after the date of this Agreement hereof and prior to the earlier of the Closing Date and the date on which termination of this Agreement is terminated pursuant to Section 9.1Article IX, subject to the extent permitted by applicable Law and any applicable Order, upon reasonable advance noticenotice to Seller, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement Seller and the Ancillary Agreements, (1) Seller Parent shall, Selling Subsidiaries shall permit Purchasers and shall cause its Subsidiaries to, permit Purchaser Parent and its their Representatives to have supervised, reasonable access, during normal business hourshours and under reasonable circumstances, to the Seller Employees and to the assets and books and records of Seller, the Selling Subsidiaries and the Conveyed Entities relating to the Business (other than the Excluded Assets and the books and records that constitute Purchased Assets, related thereto) and shall make available to Purchasers such personnel, offices financial and operating data and other facilities and properties that constitute Purchased Assets, and to provide such other available information in with respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and as Purchasers shall from time to provide such other information in respect of the Purchaser Business as may be time reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information request (to the extent thatsuch data or information is available under normal operating procedures). Seller and the Selling Subsidiaries shall use their commercially reasonable efforts to cause their Representatives to reasonably cooperate with Purchasers and their Representatives in connection with such access and examination, in and Purchasers and their Representatives shall reasonably cooperate with Seller, the Selling Subsidiaries and their Representatives, and Purchasers and their Representatives shall use their commercially reasonable judgment efforts to minimize any disruption to the operation of such Parentthe businesses of Seller, the Selling Subsidiaries or any of their Affiliates, including the Business. Notwithstanding anything herein to the contrary, (i) applicable Law requires no such Parent access or examination shall be permitted to the extent Seller, any Selling Subsidiary or any of its Subsidiaries to restrict or prohibit their respective Affiliates determine that such access or examination could jeopardize the provision of such informationattorney-client privilege or other similar privilege or contravene any Law or Contract (provided, (ii) providing such access would unreasonably interfere with however, that in the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing event such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would examination could reasonably be expected to result in the loss violate any Law or waiver of the Contract or jeopardize any attorney-client or other applicable privilege similar privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or protectionconsequence); and (ii) Seller, any Selling Subsidiary or any of their Affiliates may elect to use reasonable and customary procedures to limit disclosure of any information to certain Persons designated, at the request of Seller, any Selling Subsidiary or any of their Affiliates, as a “clean team” by Purchasers (which Persons must be reasonably acceptable to Seller and its Affiliates). In Notwithstanding anything herein to the event that a Parent or its Subsidiaries restricts access or withholds information on contrary, from and after the basis date hereof to the earlier of (x) the foregoing clauses termination of this Agreement and (y) the Closing Date, (i) through (vi)without the prior written consent of Seller, such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shallPurchasers shall not, and shall cause its Subsidiaries their Representatives and Affiliates not to, contact any suppliers, customers, independent contractors, landlords, lessors, banks or any other Person with whom Seller, any Selling Subsidiary or any of their respective Affiliates known by Purchasers to have a business relationship with respect to the Business, other than (w) initiating and holding discussions with customers of Purchasers and their Affiliates with respect to this Agreement and the transactions contemplated hereby (even if such customer is also a customer, supplier, independent contractor, landlord, lessor, bank or other Person with whom Seller, any Selling Subsidiary or any of their respective Affiliates has a business relationship with respect to the Business); provided, however, that Purchasers shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information consult with Seller, and consider in a manner that does not suffer from such impediments. Notwithstanding the foregoinggood faith Seller’s comments, (A) prior to the Closingmaking any such contacts, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating of Purchasers or any of its Affiliates with such parties on respect to matters unrelated to the Business not involving this Agreement or the Purchaser Businesstransactions contemplated hereby or with respect to responding to inquiries regarding this Agreement or the transactions contemplated hereby, as applicable, (y) in connection with seeking consents related to this Agreement and the transactions contemplated by this Agreement. Notwithstanding anything hereby or (z) after receipt of the Required Regulatory Approval, for integration planning or transition planning purposes, and (ii) Purchasers shall not have any right to perform invasive investigations of the contrary contained hereinproperties or facilities of Seller, in no event shall Seller Parent any Selling Subsidiary or any of its Affiliates, including their Affiliates without the Conveyed Subsidiaries prior written consent of Seller (and their Subsidiarieswhich consent may be withheld for any or no reason). None of Seller or any Selling Subsidiary makes any representation or warranty as to the accuracy of any information provided (if any) pursuant to this Section 5.1(a), be required to provide and Purchasers may not rely on the accuracy of any such information other than as expressly set forth in Seller’s and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, Selling Subsidiaries’ representations and warranties contained in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlArticle III.

Information and Documents. (a) From and after In the date event Company shall be required by the provisions of this Agreement and Section 1.ii to effect the earlier registration of the Closing Date Consultant Shares, Consultant shall timely furnish, in writing, such information as is requested by Company or the Underwriter or their representatives, including their legal counsel and accountants, for inclusion in the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and Registration Statement relating to such personnel, offices Public Offering and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect and documentation as Company shall reasonably request. In addition, Consultant shall execute and deliver such agreements, certifications and other documents, including, without limitation, selling shareholder instructions, powers-of-attorney, and custody agreements, as Company or Underwriter may reasonably request. Company's obligation to register the Consultant Shares shall be subject to the fulfilment of the Business as may duty of Consultant to cooperate fully with Company and the Underwriter and their representatives in the preparation of the Registration Statement covering the Consultant Shares and to otherwise not be reasonably requested by Purchaser Parent in default of any provisions of this Supplemental Agreement or the Agreement. iii. Expenses All expenses incurred in connection with any Registration under this Section 1, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for such purposes the Company, blue sky fees and (2) Purchaser Parent shallexpenses, and shall cause its Subsidiaries to, permit Seller Parent expenses of any audits incident to or required by any such registration are herein called "Registration Expenses." All underwriting discounts and its Representatives selling commissions applicable to have reasonable access, during normal business hours, any offer and sale of securities herein are called "Selling Expenses." Company will pay all Registration Expenses attributable to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact Consultant Shares in connection with any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access Registration pursuant to this Section 6.1 1. All Selling Expenses in connection with any registration pursuant to this Section 1 shall be directed to borne by Company and coordinated with a person Consultant, pro rata as the shares registered thereby being sold or persons designated registered by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information them bears to the extent that, in total number of shares being registered. Consultant shall bear the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any fees and costs of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impedimentsown counsel. Notwithstanding the foregoingforegoing provisions of this Section 1, Consultant shall pay for all Registration and Selling Expenses which applicable state securities or other regulatory agencies (Awhether governmental or otherwise) prior require to be paid by persons selling shares in the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment Public Offering as a condition to qualification or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property registration of the other Parent securities being sold or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlregistered.

Information and Documents. (a) a. From and after the date of this Agreement hereof and to pending the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Closing, upon reasonable advance notice, to the extent permitted by applicable Law and upon reasonable advance noticeLaw, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during regular normal business hours, to (i) the Real Property, and (ii) the books and records that constitute Purchased Assets, of the Conveyed Subsidiaries (and their Subsidiaries) and the Sellers (in respect of the Business) and to such personnel, offices and other facilities and properties that constitute Purchased Assets, of the Conveyed Subsidiaries (and their Subsidiaries) and the Sellers (in respect of the Business) and to provide furnish such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shallPurchaser; provided, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person Person or persons Persons designated by Seller Parent or Purchaser Parent; provided, as applicablehowever, in writingthat no such access shall unreasonably interfere with the Sellers’ and the Conveyed Subsidiaries’ (and their Subsidiaries’) operation of their respective businesses, including the Business; and provided, further, that each Parent and its Subsidiaries the Sellers may restrict the foregoing access or the provision of such information to the extent that, that (A) in the reasonable judgment of such Parentthe Sellers, (i) applicable Law requires such Parent or any of its Subsidiaries the Sellers to restrict or prohibit such access or the provision of to such information, (iiB) providing in the reasonable judgment of the Sellers, such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a is subject to confidentiality obligation obligations to a third party, (ivC) providing in the reasonable judgment of the Sellers, such access or information disclosure would result in disclosure of any proprietary information or any information that is competitively or commercially sensitive, (vD) in the case of access or information provided by Seller Parent, the information exclusively relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review exploration of strategic alternatives with respect to for the Purchaser BusinessBusiness by the Sellers or their respective Affiliates (or their Representatives) or their evaluation of the Business in connection therewith, including projections or other financial or other information relating thereto, (viE) providing such access or disclosure of any such information would reasonably be expected to could result in the loss or waiver of the attorney-client or other applicable privilege or protection. In (F) the event that information would give a Parent third party the right to terminate or its Subsidiaries restricts access or withholds information on accelerate the basis rights under any Contract of the foregoing clauses (i) through (vi)Business; provided, such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information that in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Laweach case, Seller Parent shall: (i) give reasonable notice to Purchaser of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.1), (ii) inform Purchaser with sufficient detail of the reason for such restriction or prohibition, and shall (iii) use its reasonable best efforts to cause its Affiliates to, provide Purchaser and its Subsidiaries access the documents or information that are subject to personnel records and other personnel information related such restriction or prohibition to the Business Employees and Former Business Employees be provided in a manner reasonably requested proposed by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related that would not reasonably be expected to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than violate such period of time required by applicable Lawrestriction or prohibition. It is further agreed that, prior to the Closing, each Parent Purchaser and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners suppliers of the other Parent Sellers or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser the Business and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail mail, or other means of communication, without the specific prior authorization by the other Parent (Seller Parent, which authorization shall not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent the Sellers or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets (other than Shared Contracts to the extent allocated to Purchaser pursuant to the Logistics and Services Agreement) or any Retained Liabilities. Notwithstanding the foregoing, or be required Seller Parent shall not have any obligation under this Section 6.1 to provide any copies of its Consolidated Tax Returns to Purchaser; provided, however, that if any such Tax Return relates to Purchaser’s Tax liability for a copy ofPost-Closing Tax Period, or otherwise disclose Seller Parent shall provide reasonable access to the contents ofrelevant information contained in such Tax Return to Purchaser (including, any at Seller Combined Parent’s reasonable discretion, by way of providing excerpted parts of such Tax Return, and redacted in no event shall Purchaser the manner Seller Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(ideems necessary), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control.