Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, and subject to the extent permitted by requirements of applicable LawLaws, the Company shall, and shall cause each Company Subsidiary (i) provide to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) counsel, financial advisors, auditors, potential financing sources, and other consultants and authorized representatives reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, of the Company shalland any Company Subsidiary, (ii) furnish to Parent, its counsel, financial advisors, auditors, potential financing sources, and shall cause each Company Subsidiary to, furnish other consultants and authorized representatives such financial and operating data and other information as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent such Persons may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoingincluding, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for possible, furnishing to Parent the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses financial results of the Company and the Company Subsidiaries that may result from in advance of any filing with the requests for accessSEC containing such financial results), data and information hereunder. Any access to any properties or facilities (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company or and Company Subsidiaries to cooperate reasonably with Parent in its investigation of the Company and Company Subsidiaries, as the case may be, except that nothing herein shall require the Company and Company Subsidiaries to disclose any Company Subsidiary shall be subject information that would cause a risk of a loss of privilege to the Company’s reasonable security measuresCompany and Company Subsidiaries. Notwithstanding the above, no party nor its representatives shall have the right to conduct environmental sampling on any of the properties owned or operated by the other party or its Subsidiaries. Without limiting the foregoing, the Company also agrees shall cooperate and provide Parent and its counsel, financial advisors, auditors, potential financing sources, and other consultants and authorized representatives with all relevant information reasonably required by Parent or any of the foregoing Persons for the purpose of ensuring that the business conducted by the Company complies with, and does not raise material liability risks under, applicable Laws, including, without limitation, the FCPA and other applicable anti-corruption laws, regulations and policies. Each of Company and Parent shall designate one Person to provide reasonable serve as their respective coordinator in order to optimize the efficiency of such cooperation prior Any access to information pursuant to this Section 7.10(a) shall be conducted with the Closing to Parent, to objective that it will not interfere unreasonably with the extent permitted by applicable Law, in conduct of the event Parent desires to divest business of any businesses or assets of the Company in or Company Subsidiaries. In connection with due diligence that Parent and its counsel will conduct with respect to compliance under the event the Closing occursUS Foreign Corrupt Practices Act, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable LawUS export controls and economic sanctions laws and regulations and other related legal authorities (“US Regulatory Regimes”), the Company will, at and Company subsidiaries agree to cooperate fully with all aspects of the Parent’s requestdue diligence process. In this context, permit potential purchasers cooperation includes making available to Parent and its counsel all policies, procedures, guidelines, training materials, due diligence files, internal and external audits, investigative reports, hotline records, and other information and materials that Parent reasonably requests, relevant to compliance with, or otherwise related to, US regulatory regimes. Company and Company Subsidiaries will make reasonably available their personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing, and other areas Parent considers to be relevant to overall corporate compliance. Company understands and agrees that the “investigation of such assets or businesses (the Company” discussed in this paragraph extends to and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary nonincludes on-disclosure agreements; provided site interviews and visits in Company’s overseas locations and that (i) the determination of the situs of any such transaction is conditioned upon interviews and visits shall not be completed untilat the sole decision of Parent acting reasonably. The cooperation provisions of this paragraph extend fully to all of Company’s overseas business, the consummation of the Merger; joint venture, and (ii) subsidiary locations. In addition, Company and Company Subsidiaries agree to use their reasonable best efforts to facilitate meetings with joint venture partners, agents, representatives, consultants, customs brokers, and other third parties that Parent or its counsel determine may be relevant to due diligence. The Company shall reimburse have the right, in its sole discretion to have a Company representative present for investigations, interviews and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementvisits. (b) Each Following the execution and delivery of this Agreement, Parent will continue to conduct due diligence with respect to the compliance by the Company with the FCPA, and the Company hereby agrees to fully cooperate with such efforts. If Parent concludes that there is a possible violation of the Company and FCPA by the Company, the existence or occurrence of which has not been previously disclosed to the applicable Governmental Entity. Parent will holdso inform the Company, and the Company will cause use its Representatives reasonable best efforts to resolve each such violation and affiliates any issues related thereto, including by disclosing to holdthe applicable Governmental Entity the existence or occurrence of any such violation if, in the opinion of the Company’s outside counsel, such disclosure or resolution should be made. Notwithstanding the above, no party nor its representatives shall have the right to conduct environmental sampling on any nonpublic of the properties owned or operated by the other party or its Subsidiaries. (c) Prior to the mailing of the Proxy/Prospectus to the Company’s stockholders and within one week of the Closing, Parent shall provide the Company a reasonable opportunity to meet with the executive officers of the Parent to conduct reasonable due diligence to confirm whether any statement in such Proxy/Prospectus, in light of circumstances in which it was made, is not false or misleading with respect to a material fact or does not omit to state a material fact necessary to make the statements made in the Proxy/Prospectus not misleading. (d) Information obtained by Parent or Merger Sub or the counsel or financial advisors thereof pursuant to Sections 7.10(a) and (b) and information obtained by the Company or its counsel or financial advisors pursuant to Section 7.10(a) shall be subject to the provisions of the Confidentiality Agreement (as defined in Section 7.11(b)). (e) Nothing in this Section 7.10 shall require either party to permit any inspection, or to disclose any information, including that in the reasonable judgment of such party would (i) violate any information exchanged of its respective obligations with respect to confidentiality or (ii) result in a violation of applicable Law or loss of privilege. (f) No investigation by and of the parties or their respective Representatives made pursuant to this Section 7.17.10 shall modify, in confidence to nullify, amend or otherwise affect the extent required by and in accordance withrepresentations, and will otherwise comply withwarranties, the terms covenants or agreements of the Confidentiality other set forth in this Agreement.

Access; Confidentiality. During the Pre-Closing Period, each Seller shall and shall cause its Representatives to, upon reasonable prior notice, free of charge, give Buyers, their officers, their authorized Representatives and a reasonable number of their employees, reasonable access during normal business hours to the Business Contracts, Books and Records, analysis, projections, plans, systems, management and other personnel, the Seller’s Representatives, commitments, offices and other facilities and properties to the extent related to the Business, the Acquired Assets and the Assumed Liabilities. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer Parent pursuant to this Section 6.4. The right of Buyers to access pursuant to this Section 6.4 shall not modify in any way any representation or warranty in Article IV. Notwithstanding anything to the contrary set forth herein, no Seller shall be required to provide access to, or to disclose information, where such access or disclosure would (a) From jeopardize the attorney-client privilege of such Seller, (b) contravene any applicable Law or (c) give a third party the right to terminate or accelerate the rights under a contract to which a Seller is a party as of the date hereof until the earlier of this Agreement or otherwise bound as of the Effective Time date of this Agreement; provided that in each case, Seller Parent shall: (A) give reasonable notice to Buyer Parent of the fact that it is restricting or the date, if any, on which this Agreement is validly terminated otherwise prohibiting access to any documents or information pursuant to this Section 9.16.4), to (B) inform Buyer Parent with sufficient detail of the extent permitted by applicable Law, the Company shallreason for such restriction or prohibition, and shall (C) cause each Company Subsidiary the applicable Seller to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all documents or information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party are subject to such access restriction or disclosure or, if unable prohibition to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure be provided in a manner that would not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would reasonably be reasonably likely expected to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) restriction or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementprohibition. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From Except as required pursuant to any existing confidentiality agreement or obligation entered into prior to the date hereof by the Company or any Company Subsidiary in the ordinary course of business consistent with past practice (excluding, for the avoidance of doubt, confidentiality agreements entered into in connection with any Acquisition Proposal), a summary of the material terms of which the Company shall provide Parent upon any request for information by Parent that is subject to such confidentiality agreement, and subject to applicable law or decree, from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable LawClosing, the Company shall, and shall cause each the Company Subsidiary to Subsidiaries to, (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by i) give Parent, its Representatives) officers and a reasonable number of its employees and its authorized representatives, upon reasonable prior notice to the Company, reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ officesAgreements, propertiesbooks, Contractsrecords, analysis, projections, plans, personnel, IT Systems, Technology, offices and books other facilities and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses properties of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon reasonable request, their accountants and shall not be completed until, the consummation of the Merger; accountants' work papers and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business and properties and Company Agreements of the Company and the Company Subsidiaries as Parent may from time to time reasonably request and use commercial best efforts to make available at reasonable times during normal business hours to the officers, employees, accountants, counsel, financing sources and other representatives of the Parent the appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company's business, properties, prospects and personnel as Parent may reasonably request. (b) With respect to the information disclosed pursuant to this Section 6.5, the parties shall comply with, and shall use commercial best efforts to cause their respective representatives to comply with, all of their obligations under the Confidentiality Agreement. (c) As soon as practicable after the execution of this Agreement, the Company shall permit Parent to implement an interface to the Company's financial reporting system which will allow the transfer of general ledger data to Parent's financial reporting system (the "Reporting System"). Access to the Reporting System will be provided by Parent's financial reporting staff and the tasks necessary to complete the interface to the Reporting System will be led by Parent's accounting staff, with the necessary assistance from the Company's accounting staff and other technical staff, if necessary, at no cost to the Company and provided that neither such installment nor the operation or use by Parent of the Reporting System shall interfere with or disrupt the normal operation of the Company's business or its financial reporting system or violate any applicable software licenses. Parent will provide the necessary Reporting System software to be installed on a computer in the Company's accounting department; provided, however, that the information retrieved from the Company's financial reporting system will be made available only to the Office of Corporate Controller of Parent (it being represented by Parent that such Persons are not directly involved in pricing or any other competitive activity at Parent or any Subsidiary of Parent); provided, further, that Parent shall reimburse not use such information other than for diligence purposes of assessing the financial condition of the Company and the Company Subsidiaries for their reasonable purposes of the transactions contemplated by this Agreement, and documented out-of-pocket expenses incurred shall not share, provide or sell the information for any commercial purpose (other than the Transactions) to any third party or use the information in connection with the negotiation any manner that could reasonably be considered a restraint on competition or result in violation of each such agreementany applicable laws. (bd) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged No investigation heretofore conducted or conducted pursuant to this Section 7.1, in confidence to 6.5 shall affect any representation or warranty made by the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreementparties hereunder.

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant Subject to Section 9.1, to the extent permitted by compliance with applicable LawLaws, the Company shall, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives Subsidiaries to), afford to Parent and Parent’s to its Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and hours, upon reasonable advance notice notice, throughout the period prior to the Company’s earlier of the Effective Time and the Company Subsidiaries’ officesTermination Date, to the employees, officers, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as of the Company and its Subsidiaries, including in furtherance of providing information to Parent or its Representatives on the Specified Claims, other than for any such access does not unreasonably interfere matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal, in each case, solely for purposes of consummating the Merger (including for integration planning) (but without limiting the Company’s business) and, during such periodobligations under Section 6.04 in respect of an Alternative Proposal or Superior Proposal). The foregoing notwithstanding, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company Subsidiaries shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with afford such access to or to disclose information (i) that if the Company determines in good faith is prohibited from being disclosed pursuant to its reasonable judgment that doing so would, (x) unreasonably disrupt the terms operations of a confidentiality agreement with an unaffiliated third party the Company or any of its Subsidiaries, (y) jeopardize the health and safety of any officer or employee of the Company or any of its Subsidiaries, or any attorney-client, work product or other legal privilege or trade secret protection or (z) contravene any applicable Law, Information Privacy and Security Obligations, fiduciary duty or Contract entered into prior to the date hereof of this Agreement (including any confidentiality agreement to which the Company or any of its Subsidiaries is a party); provided, however, that, at Parent’s written request, the Company shall (A) use its reasonable best efforts to make appropriate and mutually agreeable substitute arrangements under circumstances in which any of the foregoing restrictions apply to allow access in a manner that does not result in such effect (including by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement with respect to any information to be so provided) or (B) use its commercially reasonable efforts to obtain the required consent request waivers of any such third party to such access restrictions (which shall not require offering or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access granting any accommodation (financial or disclosure not in violation of such consent requirementotherwise), ); (ii) to such information that relates to the disclosure minutes of which, in the reasonable good faith judgment meetings of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that Board or its committees where the Company shall use its commercially reasonable efforts Board or any applicable committee discussed the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board, whether in connection with a specific meeting, or otherwise relating to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) subject matter), or (iii) the disclosure of which, in the reasonable good faith judgment of to such information relating to a litigation where the Company upon advice or any of counselits Affiliates, would be on the one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to cause become adverse parties. Notwithstanding the loss foregoing, any such access shall not include any sampling or testing of any attorney-clientenvironmental media or building materials or any other environmental sampling or testing. The Company may reasonably designate competitively sensitive material provided to Parent as “Outside Counsel Only Material” or with similar restrictions, attorney work product or other legal privilege (provided, however, that which materials and the Company information contained therein shall use its commercially reasonable efforts to allow for such disclosure be given only to the maximum extent that does not jeopardize such attorney-client, attorney work product or other outside legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consentsParent, or making filings or providing noticesotherwise as the restriction indicates, and be subject to prior execution of a common interest any additional confidentiality or joint defense agreement in customary form. Parent and between the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementParties. (b) Each of All requests for information or access made pursuant hereto shall be directed to the Persons designated by the Company and accompanied by a written notice setting forth in reasonable detail the basis regarding the request and need for such information or access. All information provided to Parent will holdor any of its Representatives in connection with this Agreement and the consummation of the Transactions shall be deemed to be Evaluation Material or Transaction Information, as applicable, as such terms are used in, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and shall be treated in accordance with, the confidentiality agreement, dated as of December 16, 2024, between the Company and will otherwise comply withthe Guarantor, as supplemented by the clean team confidentiality agreement, dated as of January 30, 2025, by and between the Company and the Guarantor (collectively, the terms of the “Confidentiality Agreement”), which shall continue in full force and effect pursuant to the terms thereof, notwithstanding anything to the contrary set forth therein or the execution and delivery, or the termination of this Agreement.

Access; Confidentiality. (a) From Except for competitively sensitive information as to which access, use and treatment is covered by Section 5.2(c), the date hereof until Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other authorized representatives of the Parent reasonable access on reasonable prior notice during normal business hours, throughout the period prior to the earlier of the Effective Time or the dateTermination Date, if anyto all of its properties, on which this Agreement is validly terminated offices, employees, contracts, commitments, books and records (including but not limited to Tax Returns) and any report, schedule or other document filed or received by it pursuant to Section 9.1, to the extent permitted by applicable Law, the Company shall, requirements of federal or state securities laws and shall (and shall cause each Company Subsidiary of its Subsidiaries to) furnish promptly to (the Parent such additional financial and shall use operating data and other information as to its reasonable best efforts and its Subsidiaries' respective businesses and properties as the Parent may from time to cause its Representatives to), afford to time reasonably request. The Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent Purchaser will make all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of minimize any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company its Subsidiaries that which may result from the requests for access, data and information hereunder. Any access No investigation pursuant to this Section 5.2(a) shall affect any properties representation or facilities warranty in this Agreement of any party hereto or any condition to the obligations of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementparties hereto. (b) Each Except for competitively sensitive information as to which access, use and treatment is covered by Section 5.2(c), the Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other authorized representatives of the Company reasonable access on reasonable prior notice during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to all of its properties, offices, employees, contracts, commitments, books and records (including but not limited to Tax Returns) and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish promptly to the Company such additional financial and operating data and other information as to its and its Subsidiaries' respective businesses and properties as the Company may from time to time reasonably request. The Company will make all reasonable efforts to minimize any disruption to the businesses of the Parent and its Subsidiaries which may result from the requests for data and information hereunder. No investigation pursuant to this Section 5.2(b) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (c) As promptly as possible following the date hereof the parties intend to establish an appropriate protocol which shall remain in place until the expiration of the applicable waiting periods under the HSR Act pursuant to which each party may disclose to a limited number of representatives of the other party confidential information which is competitively sensitive in nature. (d) The Parent and the Company will holdnot, and will cause its Representatives their respective officers, employees, accountants, counsel and affiliates to holdrepresentatives not to, any nonpublic information, including use any information exchanged obtained pursuant to this Section 7.1, in confidence 5.2 for any purpose unrelated to the extent required consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, pending consummation of the transactions herein contemplated, each of the Parent and in accordance withthe Company will keep confidential, and will otherwise comply withcause their respective officers, employees, accountants, counsel and representatives to keep confidential, all information and documents obtained pursuant to this Section 5.2 unless such information (i) was already known to it, (ii) becomes available to it from other sources not known by it to be bound by a confidentiality obligation, (iii) is independently acquired by it as a result of work carried out by any of its employees or representatives to whom no disclosure of such information has been made, (iv) is disclosed with the terms prior written approval of the Confidentiality other party or (v) is or becomes readily ascertainable from published information or trade sources. Upon any termination of this Agreement, each party will collect and deliver to the other party all documents obtained by it or any of its officers, employees, accountants, counsel and representatives then in their possession and any copies thereof.

Access; Confidentiality. During the Pre-Closing Period, Seller Parent and its Subsidiaries shall and shall cause their Representatives to, upon reasonable prior notice, free of charge, give Buyer and its authorized Representatives reasonable access during normal business hours to the Contracts, Books and Records, analysis, projections, plans, systems, management and other personnel, Seller Parent and its Subsidiaries’ Representatives, offices and other facilities and properties, in each case to the extent related to the Business (including the Business Employees), the Transferred Group, the Transferred Group Assets, the Acquired Assets or the Assumed Liabilities; provided that Buyer and its Representatives shall not interfere unreasonably with the business and operations of Sellers and the Transferred Group. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer and its Representatives pursuant to this Section 6.4. Notwithstanding anything to the contrary set forth herein, no Seller shall be required to provide access to, or to disclose information, where such access or disclosure would (a) From jeopardize the date hereof until attorney-client or other legal privilege of such Seller, (b) contravene any applicable Law (including any applicable law related to the earlier confidentiality of individual performance or evaluation records, medical histories or other personnel-related information), or (c) give a third party the right to terminate or accelerate the rights under a Contract to which Seller Parent or any of its Subsidiaries is a party or otherwise bound; provided that in each case, Seller Parent shall: (i) give reasonable notice to Buyer of the Effective Time fact that it is restricting or the date, if any, on which this Agreement is validly terminated otherwise prohibiting access to any documents or information pursuant to this Section 9.16.4, to (ii) inform Buyer with sufficient detail of the extent permitted by applicable Law, the Company shallreason for such restriction or prohibition, and shall (iii) cause each Company Subsidiary the applicable Seller to (and shall use its reasonable best efforts to cause its Representatives to)the documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition, afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) using reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable best efforts to obtain the required consent a waiver of any such Liability or third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementright. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From During the date hereof until period prior to the earlier of the Effective Time or and the date, if any, on which termination of this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable LawAgreement, the Company shallshall (i) afford to Parent, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by ParentRepresentatives, its Representatives) reasonable access during normal business hours and upon on reasonable advance notice to the Company’s all of its and its Subsidiaries’ properties, books and records and to those directors, officers and employees of the Company to whom Parent reasonably requests access, (ii) furnish, as promptly as practicable, to Parent all information concerning its and its Subsidiaries’ officesbusiness, properties, Contracts, assets, liabilities, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, and financial information and other aspects of the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel Subsidiaries as Parent may reasonably request request, (including iii) reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the Company’s Representatives to be located at the properties, offices or other facilities of the Company and the Company Subsidiaries at such times during normal business hours as Parent may reasonably request, (iv) use reasonable best efforts to furnish or produce information for purposes related to the financial or Tax records of transition the Company and integration planning its Subsidiaries if reasonably requested by Parent or possible divestitures its Representatives and (v) reasonably cooperate with Parent and Parent’s Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other key business relations of assets or businesses)the Company and each Subsidiary of the Company as Parent may reasonably request. Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to any such access or disclosure or, if unable information to do the extent that doing so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counselCompany, would be reasonably likely to violate (A) cause a waiver of an attorney-client privilege or loss of attorney work product protection or (B) constitute a violation of any applicable Law (providedincluding Antitrust Laws) (in each case, however, it being agreed that the Company shall give notice to Parent of the fact that it is withholding such access or information and thereafter the Company and Parent shall use its commercially their respective reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or grantedinformation, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consentsbe provided, or making filings made available, in a manner that would not reasonably be expected to cause such a waiver or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result violation). (b) All information received from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary its Representatives under Section 6.08(a) shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable LawUpon reasonable notice, the Company shall, shall (and shall cause each Company Subsidiary to (and shall use of its reasonable best efforts to cause its Representatives Subsidiaries to), ) afford to Parent the officers, employees, accountants, counsel, financing sources and Parent’s Representatives (including to the extent requested by other representatives of Parent, its Representatives) reasonable access access, during normal business hours and upon reasonable advance notice during the period prior to the Company’s and the Company Subsidiaries’ officesAppointment Date, to all its properties, Contractsbooks, personnelcontracts, IT Systems, Technology, and books commitments and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, shall (and shall cause each Company Subsidiary of its Subsidiaries to, ) furnish as promptly as practicable to Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information (financial or otherwise) concerning its business, properties, offices, Contracts, properties and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent including without limitation, true and complete copies of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment each Plan of the Company upon advice or of counselany of its Subsidiaries and any amendments thereto (or if any Plan is not a written Plan, would be reasonably likely a description thereof), any related trust or other funding vehicle, any summary plan description under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to violate applicable Law (provided, however, that each such Plan intended to qualify under Section 401 of the Company Code. Access shall use its commercially reasonable efforts include the right to make appropriate substitute arrangements to permit reasonable disclosure not in violation of conduct such Law) or (iii) the disclosure of whichenvironmental studies and tests as Parent, in the its reasonable good faith judgment of the Company upon advice of counseldiscretion, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege)deem appropriate; provided, however, that such access studies and information tests must be performed prior to April 15, 1997 and must be performed in such a way as not to disrupt materially the Company's business. After the Appointment Date, the Company shall be disclosed or grantedprovide Parent and such persons as Parent shall designate with all such information, at such time as applicableParent shall request. Unless otherwise required by law and until the Appointment Date, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company Purchaser will cooperate to minimize to the extent reasonably practicable hold any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and such information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary which is non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, public in confidence to the extent required by and in accordance with, and will otherwise comply withabide by, the terms provisions of the Confidentiality Agreement between the Company and Parent dated July 25, 1996 (the "Confidentiality Agreement"). (b) Following the execution of this Agreement, Parent and the Company shall cooperate with each other and make all reasonable efforts to minimize any disruption to the business which may result from the announcement of the Transactions.

Access; Confidentiality. Subject to the Confidentiality Agreement and applicable Law relating to the sharing of information, the Company agrees to and shall cause its Subsidiaries to provide Parent, Carve-out Buyer and their respective Representatives (a) From including the date hereof until Financing Sources), from time to time prior to the earlier of the Effective Time or the datetermination of this Agreement, if anyreasonable access (which, on which this Agreement is validly terminated pursuant in the case of unaffiliated third party Representatives, shall require the use of reasonable best efforts to Section 9.1provide such access) during normal business hours to (i) the Company’s and its Subsidiaries’ senior executives, independent auditors, officers, employees, Representatives, properties, commitments, Contracts, books and records, (ii) such other information as Parent or Carve-out Buyer shall reasonably request, in each case, to the extent permitted by applicable Lawreasonably required to consummate the Transactions (provided, that Parent, Carve-out Buyer and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the Company shallbusiness or operations of the Company, and no access shall cause each Company Subsidiary be granted to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to conduct any environmental or intrusive sampling or testing without the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technologyprior written consent in its sole discretion), and books and records (so long as any iii) such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all other information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses)relating to the repositioning process with the works council in Germany. Notwithstanding the foregoingThe foregoing notwithstanding, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with afford such access to or to disclose information (i) that if the Company determines determines, in good faith is prohibited from being disclosed its reasonable best judgment (after consultation with outside counsel), it would cause a violation of an obligation of confidentiality pursuant to an agreement to which the terms Company or any of its Subsidiaries is a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, so long as the Company shall use its commercially have used reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counselaccess, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation cause a risk of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the a loss of any attorney-client, attorney work product or other legal client privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any of its Subsidiaries, or that is competitively sensitive information (provided that the Company Subsidiary shall be subject will reasonably cooperate with Parent and/or Carve-out Buyer to provide such access, including by entering into a joint defense agreement or “clean team” or similar agreement, with Parent or Carve-out Buyer if requested with respect to any such information), would cause a risk of a loss of trade secret protection to the Company’s reasonable security measuresCompany or its Subsidiaries or would constitute a violation of any applicable Law. Without limiting the foregoingEach of Parent, Carve-out Buyer and the Company also hereby agrees that until the Effective Time, all information provided to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, it or any of its Representatives in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality connection with this Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent Transactions shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each be deemed to be Confidential Information, as such agreement. (b) Each of the Company and Parent will holdterm is used in, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and shall be treated in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant Upon reasonable notice to Section 9.1, to the extent permitted by applicable LawSeller, the Company shallshall afford Purchaser’s officers, employees, counsel, accountants and shall cause each Company Subsidiary to other authorized representatives (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its “Representatives”) reasonable access access, during normal business hours and upon reasonable advance notice throughout the period prior to the Closing, to the Company’s and the Company Subsidiaries’ officesexecutive officers, properties, Contractsbooks, personnel, IT Systems, Technology, and books contracts and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, shall furnish promptly to the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent Representatives all information (financial or otherwise) concerning its business, properties, offices, Contracts, results of operations and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (requested; provided, however, that the Company shall use its commercially may restrict the foregoing access to the extent that (i) in the reasonable efforts judgment of the Company or Seller, any law, treaty, rule or regulation of any Governmental Entity applicable to make appropriate substitute arrangements the Company or Seller requires Seller or the Company to permit restrict or prohibit access to any such properties or information, (ii) in the reasonable disclosure not in violation judgment of such Law) the Company or Seller, the information is subject to confidentiality obligations to a third party, or (iii) the disclosure of which, any such information or document could result in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal attorneyclient privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, with respect to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoingthis clause (iii), the Company also agrees and/or its counsel shall use their reasonable efforts to provide reasonable cooperation prior enter into such joint defense agreements or other arrangements, as appropriate, so as to avoid the loss of attorneyclient privilege. The parties hereto will hold any such information which is nonpublic in confidence pursuant to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets terms of the Company in confidentiality agreement, previously executed, between Seller and Purchaser (the event the Closing occurs, and, notwithstanding anything in the “Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementAgreement”). (b) Each From and after the Closing, Purchaser and the Company shall preserve and retain all information and books and records of the Company, including accounting, legal, personnel, auditing and other books and records and any documents relating to any governmental or nongovernmental claims, actions, suits, proceedings or investigations with respect to the Company or the Company’s business on or prior to the Closing Date in a manner consistent with Purchaser’s document retention policy. (c) Pending the Closing Date, each of Seller and Parent will holdPurchaser shall, and will shall cause his and its Representatives employees, representatives and affiliates agents to, maintain the confidentiality of the information and materials delivered to holdthem or made available for their inspection pursuant to, any nonpublic or in connection with, this Agreement, except where such information, including schedules and other documentation are required to be filed with any information exchanged pursuant to this Section 7.1, in confidence governmental authority or to the extent required by necessary to fulfill any agreement into which Seller and in accordance withPurchaser may enter. If for any reason the transaction is not consummated and does not close, each of Seller and Purchaser shall, and will otherwise comply withshall cause his and its employees, representatives and agents to, return to Company all such materials in their possession and all copies thereof in whatever form and shall forever preserve the terms confidentiality of all such information. Each of Purchaser and Seller acknowledge that the Confidentiality Agreementimproper disclosure or use of such confidential information is likely to cause competitive harm to Seller (and the Company) or Purchaser that is not amenable to precise measurement or prediction, and consequently agrees that any breach or threatened breach of this covenant may be enforced by injunctive relief or specific performance, as monetary damages alone would be difficult to calculate and is unlikely to fully compensate Seller (and the Company) or Purchaser therefor.

Access; Confidentiality. (a) From By executing this Agreement, each Member expressly agrees, at all times during the date hereof until the earlier term of the Effective Time Company and thereafter and whether or not at the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, time a Member of the Company shall, and shall cause each Company Subsidiary (i) not to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to issue any press release or advertisement or take any similar action concerning the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial 's business or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company affairs without first obtaining a Member Consent which shall not be required by this Section 7.1 unreasonably withheld, (ii) not to provide Parent or Parent’s Representatives with access to or publicize detailed financial information concerning the Company and (iii) not to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant Company's affairs generally without using reasonable efforts to consult with the terms of a confidentiality agreement with an unaffiliated third party entered into other Members prior to the date hereof (such disclosure; provided, however, that, at Parent’s written request, the foregoing shall not restrict any Member from disclosing information concerning such Member's investment in the Company to its officers, directors, employees, agents, legal counsel, accountants, other professional advisors, limited partners, members and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. The provisions of this Section shall use its commercially reasonable efforts survive the termination of the Company. Notwithstanding anything to obtain the contrary provided elsewhere herein, (i) any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all Persons, without limitation of any kind, (x) the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure (however, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities law) or (y) any other information to the extent necessary to comply with applicable federal or state securities laws or in connection with the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not accounting for a Member's Interest in violation of such consent requirement)the Company under generally accepted accounting principles, (ii) the disclosure of which, Members shall cause the Company to issue a press release in a form to be approved by the reasonable good faith judgment Members upon the full execution of the Company upon advice of counselPurchase Agreement and following the Acquisition Closing Date, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of whichCOP, RFR Holdings LLC or its Affiliates may disclose in any form and for any purpose (including but not limited to marketing or promotional materials) that they have "originated and acted as an advisor and participant" in the reasonable good faith judgment acquisition of the Company upon advice Portfolio; provided that, without the consent of counselthe Tanger Member, would none of the COP, RFR Holdings LLC or any of its Affiliate shall be reasonably likely entitled to cause use or mention the loss name of the Tanger Member or any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use of its commercially reasonable efforts to allow for Affiliate in any such disclosure and (iv) Compass Advisers, LLC or its Affiliates may disclose in any form and for any purpose (including but not limited to marketing or promotional materials) that they have acted as an advisor to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access Tanger Member and information shall be disclosed or granted, as applicable, to counsel for Parent to its Affiliates in the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses acquisition of the Company and Portfolio; provided that, without the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities consent of the Company Blackstone Member, Compass Advisers, LLP or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and its Affiliates shall not be completed until, entitled to use or mention the consummation name of the Merger; and (ii) that Parent Blackstone Member or any of its Affiliate in any such disclosure. The provisions of this Section 10.5 shall reimburse survive the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each termination of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality AgreementCompany.

Access; Confidentiality. During the Pre-Closing Period, each Seller shall and shall cause its Representatives to, upon reasonable prior notice, free of charge, give Buyers, their officers, their authorized Representatives and a reasonable number of their employees, reasonable access during normal business hours to the Business Contracts, Books and Records, analysis, projections, plans, systems, management and other personnel, the Seller’s Representatives, commitments, offices and other facilities and properties to the extent related to the Business, the Acquired Assets and the Assumed Liabilities. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer Parent pursuant to this Section 6.4. The right of Buyers to access pursuant to this Section 6.4 shall not modify in any way any OC\1994682.10 representation or warranty in Article IV. Notwithstanding anything to the contrary set forth herein, no Seller shall be required to provide access to, or to disclose information, where such access or disclosure would (a) From jeopardize the attorney-client privilege of such Seller, (b) contravene any applicable Law or (c) give a third party the right to terminate or accelerate the rights under a contract to which a Seller is a party as of the date hereof until the earlier of this Agreement or otherwise bound as of the Effective Time date of this Agreement; provided that in each case, Seller Parent shall: (A) give reasonable notice to Buyer Parent of the fact that it is restricting or the date, if any, on which this Agreement is validly terminated otherwise prohibiting access to any documents or information pursuant to this Section 9.16.4), to (B) inform Buyer Parent with sufficient detail of the extent permitted by applicable Law, the Company shallreason for such restriction or prohibition, and shall (C) cause each Company Subsidiary the applicable Seller to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all documents or information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party are subject to such access restriction or disclosure or, if unable prohibition to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure be provided in a manner that would not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would reasonably be reasonably likely expected to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) restriction or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementprohibition. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, the The Company shall, shall (and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), ) afford to Parent the officers, employees, accountants, counsel, financing sources and other representatives of Parent’s Representatives (including , full access during the period prior to the extent requested by ParentEffective Time, to all its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contractsbooks, personnelcontracts, IT Systems, Technology, and books commitments and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, shall (and shall cause each Company Subsidiary to, ) furnish as promptly as practicable to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (ii) all other information (financial or otherwise) concerning its business, properties, offices, Contracts, properties and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses)request. Notwithstanding Access shall include the foregoingright to conduct such environmental studies as Parent, the Company in its reasonable discretion, shall not be deem appropriate. Unless otherwise required by this Section 7.1 law or in order to provide Parent or Parent’s Representatives comply with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant disclosure requirements applicable to the terms of a confidentiality agreement Proxy Statement/Prospectus, Parent will hold any such information which is nonpublic in confidence in accordance with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment provisions of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementAgreement. (b) Each Parent shall (and shall cause each Parent Subsidiary to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of the Company, full access during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records and, during such period, Parent shall (and shall cause each Parent Subsidiary to) furnish promptly to the Company (i) a copy of each report, schedule, registration statement and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged other document filed or received by it during such period pursuant to this Section 7.1the requirements of federal securities laws and (ii) all other information concerning its business, properties and personnel as the Company may reasonably request. Access shall include the right to conduct such environmental studies as the Company, in confidence its reasonable discretion, shall deem appropriate. Unless otherwise required by law or in order to comply with disclosure requirements applicable to the extent required by and Proxy Statement/Prospectus, the Company will hold any such information which is nonpublic in confidence in accordance with, and will otherwise comply with, with the terms provisions of the Confidentiality Agreement.

Access; Confidentiality. (a) From Between the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1and the Closing Date, to the extent permitted by applicable Law, the Company Seller shall, and shall cause each the Company Subsidiary to, afford Buyer full and free access, at all reasonable times during normal business hours, to (the personnel, premises, properties, Applicable Contracts, books and records, and other documents and data of the Division and the Company as Buyer may reasonably request. The foregoing shall use its not require Seller or the Company to permit any inspection, or to disclose any information, that in their reasonable judgment is reasonably likely to result in the disclosure of any trade secrets of third parties or violate any of their obligations with respect to confidentiality if Seller or the Company, as the case may be, shall have used reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access inspection or disclosure or, if unable disclosure. All requests for information made pursuant to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (iithis Section 5.2(a) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, directed to counsel for Parent to the extent reasonably required for the purpose an executive officer of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementSeller. (b) Each of Following the Closing, Buyer shall, and shall cause the Company and Parent will holdany of Buyer's other Affiliates to (i) afford Seller full and free access, upon reasonable notice, during normal business hours, to the personnel, premises, properties, Applicable Contracts, books and records, and will cause other documents and data of the Division and the Company as Seller shall reasonably request, (ii) furnish Seller with copies of all such Applicable Contracts, books and records, and other existing documents and data as Seller may reasonably request and (iii) furnish Seller with such additional financial, operating, and other data and information as Seller may reasonably request in order for Seller to prepare its Representatives financial statements, Tax Returns and affiliates other documents and reports Seller or any of its Affiliates are required to holdfile with Governmental Entities or reasonably require in connection with any Action against, or tax examination of, Seller or any nonpublic of its Affiliates. The foregoing shall not require Buyer, the Company or any of Buyer's other Affiliates to permit any inspection, or to disclose any information, including that in their reasonable judgment is reasonably likely to result in the disclosure of any trade secrets of third parties or violate any of their obligations with respect to confidentiality if Buyer, the Company or Buyer's other Affiliates shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information exchanged made pursuant to this Section 7.15.2(b) shall be directed to an executive officer of Buyer. (c) Seller hereby covenants and agrees that from and after the Closing Date it will use its reasonable best efforts to ensure that its Representatives, affiliates, successors and assigns (including assignees of any portion of its other businesses) hold in confidence and prevent the disclosure to any person or use by any Person of any information and documents concerning the Business and the Transferred Assets, including but not limited to the extent information compiled in the data room (other than pursuant to a court order or subpoena or with respect to Tax Returns and other reports or information required by law to be disclosed), except to authorized representatives of Buyer. Seller agrees that it shall not and it shall cause its Representatives, affiliates, successors and assigns not to use any confidential documents or information for any purpose other than the preparation of Seller's financial statements, Tax Returns or other documents or reports required to be filed by Seller with any Governmental Entities or reasonably required in connection with any Action against, or examination of Seller or its Affiliates. The parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with, with their specific terms or were otherwise breached. It is accordingly agreed that Buyer shall be entitled to seek an injunction or injunctions to prevent breaches of this paragraph and will otherwise comply with, to enforce specifically the terms and provisions of the Confidentiality Agreementthis paragraph in any court, without having to prove irreparable damages, this being in addition to any other remedy to which it is entitled at law or equity.

Access; Confidentiality. (a) From the date hereof until of this Agreement to the earlier of the Effective Time or Closing and the date, if any, date on which this Agreement is validly terminated pursuant to Section 9.111.1, to the extent permitted by applicable Law, the Company Oxford shall, and shall cause each Company Subsidiary the Target Companies to, subject to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including applicable Laws relating to the extent requested by Parent, its Representatives) reasonable access during normal business hours sharing of information and upon reasonable advance notice notice, afford Cambridge’s Representatives reasonable access, during normal business hours, to the Company’s and the Company Subsidiaries’ officesits personnel, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with and contracts of the Company’s business) Target Companies and, during such period, the Company Oxford shall, and shall cause each Company Subsidiary the Target Companies to, furnish as promptly as practicable to Parent the other all information concerning the Business, the Target Companies and their properties and personnel as may reasonably be requested by Cambridge; provided that such access shall not include any right to conduct environmental sampling or testing at any of the Oxford Real Property; provided, further, that all access and furnishing of information contemplated by this Section 7.9 shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Oxford or the Target Companies. (financial or otherwiseb) concerning From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Cambridge shall, and shall cause its businessSubsidiaries to, subject to applicable Laws relating to the sharing of information and upon reasonable advance notice, afford Oxford’s Representatives reasonable access, during normal business hours, to its personnel, properties, officesbooks and records and Contracts and, Contractsduring such period, Cambridge shall, and shall cause its Subsidiaries to, furnish promptly to the other all information concerning its and their businesses, properties and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company be requested by Oxford; provided that such access shall not be required include any right to conduct environmental sampling or testing at any Cambridge real property; provided, further, that all access and furnishing of information contemplated by this Section 7.1 7.9(b) shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Cambridge or its Subsidiaries. (c) All information exchanged pursuant to Section 7.9(a) or Section 7.9(b) shall be governed by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Section 7.9, no Party or any of its Subsidiaries shall be required to provide Parent any access, or Parentfurnish any information, if doing so would, in such Party’s Representatives with access to or to disclose information and its outside legal counsel’s reasonable judgment, (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party cause significant competitive harm to such access Party or disclosure or, any of its Subsidiaries if unable to do so, to make appropriate substitute arrangements to permit reasonable access the Transactions are not consummated or disclosure not in violation disclose references concerning the valuation of such consent requirement)the Transactions, (ii) jeopardize the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation attorney-client or other legal privilege of such Law) Party or any of its Subsidiaries or (iii) conflict with any (A) Law applicable to such Party or any of its Subsidiaries or the disclosure of whichassets, in the reasonable good faith judgment or operation of the Company upon advice business, of counsel, would be reasonably likely such Party or any of its Subsidiaries or (B) Contract to cause which such Party or any of its Subsidiaries is a party or by which any of the loss of any attorney-client, attorney work product its or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product their assets or other legal privilege)properties are bound; provided, however, that in such instances such Party shall promptly inform the other Party of the general nature of the information being withheld and, upon the other Party’s request, reasonably cooperate with the other Party to provide such access and information shall be disclosed or grantedfurnish such information, as applicablein whole or in part, in a manner that would not cause any such competitive harm (including by entering in to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals a “clean team” or consentssimilar agreement), or making filings or providing notices, subject to prior execution of jeopardize any such privilege (including by entering into a common interest or joint defense agreement in customary formagreement) or conflict with any such Law or Contract. Parent and No access provided or information furnished pursuant to Section 7.9(a) or Section 7.9(b) shall affect the Company will cooperate to minimize representations, warranties, covenants or agreements of the Parties, the conditions to the extent reasonably practicable any unnecessary disruption obligations of the Parties or the other remedies available to the businesses of other Party to which such access was provided or such information was furnished. (d) Cambridge and Oxford agree that their respective obligations under the Company Confidentiality Agreement shall continue and remain in effect until the Company Subsidiaries Closing, upon which such obligations shall expire. In the event that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject this Agreement is terminated pursuant to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation terms hereof prior to the Closing to ParentClosing, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to shall remain in full force and effect in accordance with its terms or, if later, for one (1) years from the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers date of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementtermination. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From Except as required pursuant to any existing confidentiality agreement or obligation entered into prior to the date hereof by the Company or any Company Subsidiary in the ordinary course of business consistent with past practice (excluding, for the avoidance of doubt, confidentiality agreements entered into in connection with any Acquisition Proposal), a summary of the material terms of which the Company shall provide Parent upon any request for information by Parent that is subject to such confidentiality agreement, and subject to applicable law or decree, from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable LawClosing, the Company shall, and shall cause each the Company Subsidiary to Subsidiaries to, (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by i) give Parent, its Representatives) officers and a reasonable number of its employees and its authorized representatives, upon reasonable prior notice to the Company, reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ officesAgreements, propertiesbooks, Contractsrecords, analysis, projections, plans, personnel, IT Systems, Technology, offices and books other facilities and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses properties of the Company and the Company Subsidiaries that may result from the requests for accessand, subject to customary reasonable request, their accountants and accountants’ work papers and (ii) furnish Parent on a timely basis with such financial and operating data and other information hereunder. Any access with respect to any the business and properties or facilities and Company Agreements of the Company or any and the Company Subsidiary Subsidiaries as Parent may from time to time reasonably request and use commercial best efforts to make available at reasonable times during normal business hours to the officers, employees, accountants, counsel, financing sources and other representatives of the Parent the appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company’s business, properties, prospects and personnel as Parent may reasonably request. (b) With respect to the information disclosed pursuant to this Section 6.5, the parties shall be subject comply with, and shall use commercial best efforts to cause their respective representatives to comply with, all of their obligations under the Confidentiality Agreement. (c) As soon as practicable after the execution of this Agreement, the Company shall permit Parent to implement an interface to the Company’s reasonable security measuresfinancial reporting system which will allow the transfer of general ledger data to Parent’s financial reporting system (the “Reporting System”). Without limiting Access to the foregoingReporting System will be provided by Parent’s financial reporting staff and the tasks necessary to complete the interface to the Reporting System will be led by Parent’s accounting staff, with the necessary assistance from the Company’s accounting staff and other technical staff, if necessary, at no cost to the Company also agrees and provided that neither such installment nor the operation or use by Parent of the Reporting System shall interfere with or disrupt the normal operation of the Company’s business or its financial reporting system or violate any applicable software licenses. Parent will provide the necessary Reporting System software to provide reasonable cooperation prior be installed on a computer in the Company’s accounting department; provided, however, that the information retrieved from the Company’s financial reporting system will be made available only to the Closing to Office of Corporate Controller of Parent (it being represented by Parent that such Persons are not directly involved in pricing or any other competitive activity at Parent or any Subsidiary of Parent); provided, to the extent permitted by applicable Lawfurther, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse not use such information other than for diligence purposes of assessing the financial condition of the Company and the Company Subsidiaries for their reasonable purposes of the transactions contemplated by this Agreement, and documented out-of-pocket expenses incurred shall not share, provide or sell the information for any commercial purpose (other than the Transactions) to any third party or use the information in connection with the negotiation any manner that could reasonably be considered a restraint on competition or result in violation of each such agreementany applicable laws. (bd) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged No investigation heretofore conducted or conducted pursuant to this Section 7.1, in confidence to 6.5 shall affect any representation or warranty made by the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreementparties hereunder.

Access; Confidentiality. (a) From Subject to applicable Law and Governmental Orders, Seller shall, and shall cause the Company and each of its Subsidiaries to, during the period from and after the date hereof until the earlier Closing, upon reasonable advance notice, (i) afford Purchaser and its authorized directors, officers, employees, accountants, counsel, investment bankers and consultants (collectively, “Representatives”) reasonable access, during normal business hours, in the presence of at least one (1) Representative of Parent, to the employees, properties, books and records (with respect to income Tax records, only to the extent directly related to the Company or any of its Subsidiaries), Contracts and other documents of the Effective Time Company or any of its Subsidiaries, (ii) furnish to Purchaser such financial and operating data and other information relating to the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1Company and its Subsidiaries and, to the extent permitted by applicable Lawthe Company has such data or other information, the Company shallJoint Ventures, as Purchaser may reasonably request, and shall cause each (iii) instruct the appropriate Company Subsidiary Employees to (cooperate reasonably with Purchaser and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere in connection with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (; provided, however, that, at Parentin each case, such access, furnishing of information and cooperation shall not (w) unreasonably disrupt the Company’s written requestand its Subsidiaries’ operations, (x) require the Company shall use or any of its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements Subsidiaries to permit reasonable access any inspection or disclosure not in violation of such consent requirement), (ii) the disclosure of which, to disclose any information that in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject of its Subsidiaries, as applicable, would result in the disclosure of any trade secrets or violate any of its obligations or policies with respect to the Company’s reasonable security measures. Without limiting the foregoingconfidentiality, (y) require the Company also agrees or any of its Subsidiaries to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest disclose any businesses or assets privileged information of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers or any of such assets its Subsidiaries or businesses (and their representativesz) to receive information about such assets require Seller or businesses so long as they are or become subject to customary non-disclosure agreements; provided that any of its Affiliates (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse including the Company and its Subsidiaries) to disclose any proprietary information of or regarding Parent or its Affiliates (excluding the Company Subsidiaries or any of its Subsidiaries). All requests for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged made pursuant to this Section 7.1, in confidence 5.3(a) shall be directed to the extent required General Counsel of Parent or such other Persons designated by and Seller in accordance with, and will otherwise comply with, writing. All such information shall be governed by the terms of the Confidentiality Agreement. Purchaser shall not, and shall cause its Representatives not to, use any information obtained pursuant to this Section 5.3(a) (as well as any other information provided to Purchaser or any of its Representatives by or on behalf of Parent, Seller, the Company or the Company’s Subsidiaries prior to the date hereof) for any purpose unrelated to this Agreement and the transactions contemplated hereby. To the extent that Seller or any of its Affiliates incurs any incremental out-of-pocket costs in processing, retrieving or transmitting any such information pursuant to this Section 5.3(a), Purchaser shall reimburse Seller and such Affiliate for the reasonable out-of-pocket costs thereof (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) promptly upon submission to Purchaser of an invoice therefor accompanied by reasonable supporting documentation. (b) From and after the Closing, Purchaser shall and shall cause its Representatives to, upon reasonable notice, (i) furnish to Seller and its Representatives such financial, tax and operating data and other information relating to the Company and its Subsidiaries (including the Company Books and Records and information in connection with the filing of Tax Returns in respect of the Tax Package or other required regulatory or other filings, responses or reports and information relating to any Action or as required by any Law or Governmental Order) and (ii) make available to Seller and its Representatives the directors, officers and employees of the Company and its Subsidiaries as Seller may reasonably request to cooperate with Seller in connection with the foregoing. After the Closing, Purchaser shall cause the Company and its Subsidiaries to preserve such information and the Company Books and Records for at least the later of ten (10) years after the Closing Date and the expiration of the applicable statute of limitations with respect to Taxes for items included in the Company Books and Records.

Access; Confidentiality. (a) From During the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1Interim Period, to the extent permitted by applicable Law, the Company Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause each the Company Subsidiary to (Subsidiaries and shall use its reasonable best efforts to cause its the Parent Subsidiaries, respectively, and their respective Representatives to), afford to Parent the other Party and Parent’s its Representatives reasonable access (including to for the extent requested by Parent, its Representativespurpose of coordinating transition planning) reasonable access during normal business hours and upon reasonable advance notice to the Companyall of their respective properties, offices, books, contracts, commitments and records and to their officers, accountants, manager’s employees, counsel and other Representatives, and those of the Company Subsidiaries or the Parent Subsidiaries’ offices, propertiesas applicable, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, each Party shall reasonably promptly make available to the Company shallother Party, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent (ii) all other information (financial or otherwise) concerning its business, properties, offices, Contracts, business and personnel properties as Parent such other Party may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses)request. Notwithstanding the foregoing, neither the Company nor Parent shall not be required by this Section 7.1 7.2 to provide Parent the other Party or Parent’s the Representatives of such other Party with access to or to disclose information (iA) that relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the Company determines in good faith is prohibited from being disclosed pursuant members thereof or with their Representatives, (B) relating to the terms consideration, negotiation or performance of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement)this Agreement and related agreements, (iiC) the disclosure of whichwhich would violate any Law, in the reasonable good faith judgment legal duty or contractual obligation of the Company upon advice Party or any of counsel, would be reasonably likely its Representatives to violate applicable Law any third party (provided, however, that the Company withholding Party shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such any Law, legal duty or contractual obligation and provided, further, however that this subclause (C) shall not apply to any contractual obligation pursuant to an Acceptable Confidentiality Agreement), or (iiiD) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, if it would be reasonably likely to cause the loss of any attorney-client, jeopardize attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal client privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent Parties will hold, and will cause its Representatives and affiliates Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.17.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreementform of confidentiality agreement attached hereto as Exhibit B as if such Party was a “Recipient” as defined therein.

Access; Confidentiality. (a) From the date hereof until to the earlier Closing, each Parent will allow all designated Representatives of the Effective Time or other Parents access at reasonable times upon reasonable notice and in a manner as will not adversely impact the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, conduct of the respective businesses of such Parent to the extent permitted by applicable Lawpersonnel, records, files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the Company shall, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Business of such Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege)Group; provided, however, that no investigation pursuant to this Section 5.06(a) will affect any representation or warranty given by such access Parent hereunder, and provided, further, that notwithstanding the provision of information shall by such Parent or its Affiliates or Representatives or investigation by the other Parties or their Representatives, such Parent will not be disclosed deemed to make any representation or grantedwarranty except as expressly set forth in this Agreement. Notwithstanding the foregoing, as applicable(i) no Parent will be required to provide any information which it reasonably believes it may not provide to another Parent by reason of applicable Law, which such Parent reasonably believes constitutes information protected by attorney/client privilege or which it is required to counsel for keep confidential by reason of Contracts with third parties, (ii) no Parent will be required to provide any records, writings or other materials of the extent reasonably required for the purpose of obtaining required approvals Contributing Parties relating to or consentsincluding (A) any personnel files, (B) performance review materials or any information that relates to an employee’s participation in bonus plans or similar incentive compensation arrangements, (C) medical records, hiring records, affirmative action plans or workers compensation files, or making filings or providing notices, (D) that are otherwise subject to prior execution of a common interest restrictions on transfer pursuant to applicable Laws regarding personally identifiable information or joint defense agreement in customary form. subject to privacy policies regarding personally identifiable information or with respect to which transfer would require any Governmental Approval under applicable Law, and (iii) no Parent and the Company will cooperate be required to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any provide access to any properties of its Group’s properties, without such Parent’s written consent, not to be unreasonably withheld, conditioned or facilities delayed, except as otherwise contemplated by Section 5.07 of this Agreement. The applicable Parent will make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measurespreceding sentence apply. Without limiting the foregoing, the Company also Each Parent agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent it will holdnot, and will cause its Representatives and affiliates to holdnot to, any nonpublic information, including use any information exchanged obtained pursuant to this Section 7.1, in confidence 5.06 for any purpose unrelated to the extent required by and in accordance consummation of the Contemplated Transactions. (b) With respect to the information disclosed pursuant to this Section 5.06, the Parties will comply with, and will otherwise cause their respective representatives to comply with, the terms all of their obligations under the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof until the earlier of to the Effective Time or the dateTime, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Lawupon reasonable notice, the Company shall, shall (and shall cause each Company Subsidiary to (and shall use of its reasonable best efforts to cause its Representatives Subsidiaries to), ) afford to Parent the officers, employees, accountants, counsel, financing sources and Parent’s Representatives (including to the extent requested by other representatives of Parent, its Representatives) reasonable access access, during normal business hours and upon reasonable advance notice during the period prior to the Company’s and the Company Subsidiaries’ officesAppointment Date, to all its properties, Contractsbooks, personnelcontracts, IT Systems, Technology, and books commitments and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, shall (and shall cause each Company Subsidiary of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, furnish as promptly as practicable schedule, registration statement and other document filed or received by it during such period pursuant to Parent the requirements of federal securities laws and (b) all other information (financial or otherwise) concerning its business, properties, offices, Contracts, properties and personnel as Parent may reasonably request (including information for purposes of transition request. Access shall include the right to conduct such environmental studies and integration planning or possible divestitures of assets or businesses)tests as Parent, in its reasonable discretion, shall deem appropriate. Notwithstanding After the foregoingAppointment Date, the Company shall not be provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that law and until the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (providedAppointment Date, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company Purchaser will cooperate to minimize to the extent reasonably practicable hold any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and such information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary which is non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, public in confidence to the extent required by and in accordance with, and will otherwise comply withabide by, the terms provisions of the Confidentiality Agreement. No investigation pursuant to this Section 6.5(a) shall affect any representation or warranty made by the Company hereunder. (b) Prior to the Closing, the Company and its accountants, counsel, agents and other representatives shall cooperate with the Purchaser by providing information about the Company which is necessary for the Purchaser and its accountants, agents, counsel and other representatives to prepare the Disclosure Documents and such other documents and other reasonable requests with respect to such documents. Notwithstanding the penultimate sentence of Section 6.5(a), the Purchaser may disclose, or cause its representatives to disclose, and at the request of the Purchaser, the Company shall and shall cause its Subsidiaries to, disclose information concerning the Company and its Subsidiaries, and their respective businesses, assets and properties, and the transactions contemplated by this Agreement in the Disclosure Documents and to prospective financing sources in connection with the Transactions.

Access; Confidentiality. (a) From Subject to applicable Law, from the date hereof until to the earlier of the Company Merger Effective Time or the dateearlier valid termination of this Agreement, if anyupon reasonable prior written notice from Parent, on which the Company shall, and cause its Subsidiaries to, and shall instruct and use its reasonable best efforts to cause their respective officers, trustees, directors, employees and direct its other Representatives to, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours to the Company’s and its Subsidiaries’ officers, employees, agents, Contracts, books and records, properties, offices and other facilities as reasonably necessary to facilitate consummation of the Transactions, and provide a copy of each report, schedule, registration statement and other document filed by the Company during such period pursuant to the requirements of federal and state securities Laws; provided, that such physical access may be limited to the extent the Company or any of its Subsidiaries reasonably determines, in light of applicable COVID-19 Measures, that such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or any of its Subsidiaries, it being understood that the Company shall use its commercially reasonable efforts to provide, or cause its Subsidiaries to provide, such access in a manner that would not reasonably be expected to jeopardize the health and safety of the employees of the Company and the Company Subsidiaries. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such officers, employees and other authorized Representatives of their normal duties and shall not include any sampling or testing of environmental media or building materials or any other environmental sampling or testing; provided, that to the extent such sampling, testing or analysis is reasonably required by a financing source as a result of the findings of any Phase I environmental site assessment conducted in connection with the Debt Financing, the foregoing shall be subject to the Company’s obligations under Section 6.15. No investigation under this Section 6.1 or otherwise shall affect any of the representations and warranties of the Parties contained in this Agreement is validly terminated or modify any condition to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies of the Parties as set forth herein. (b) The foregoing provisions of Section 6.1(a) shall not require and shall not be construed to require the Company to permit any access to any of its officers, employees, agents, Contracts, books or records, or its properties, offices or other facilities, or to permit any inspection, review, sampling or audit, or to disclose or otherwise make available any information that in the reasonable judgment of the Company would (i) result in the disclosure of any trade secrets of any third parties, (ii) result in a violation of applicable Law, (iii) waive the protection of any attorney-client privilege, or (iv) result in the disclosure of any personal information that would reasonably be expected to expose the Company to the risk of material liability under applicable Laws or result in a breach of the representations and warranties of the Company contained in Section 3.16(e). In the event that the Company objects to any request submitted pursuant to and in accordance with Section 9.16.1(a) and withholds information on the basis of the foregoing clauses (i) - (iv), the Company shall, to the extent permitted by applicable Law, inform Parent as to the Company shall, and shall cause each Company Subsidiary to (general nature of what is being withheld and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize suffer from any of the foregoing impediments (including, if reasonably requested by Parent, entering into a joint defense agreement with Parent on customary and mutually acceptable terms if requested with respect to any such attorney-clientinformation). The Company may reasonably designate competitively sensitive material provided to Parent as “Outside Counsel Only Material” or with similar restrictions, attorney work product or other legal privilege); provided, however, that such access which materials and the information contained therein shall be disclosed or granted, as applicable, to counsel for Parent given only to the extent reasonably required for the purpose outside legal counsel of obtaining required approvals or consentsParent, or making filings or providing noticesotherwise as the restriction indicates, and be subject to prior execution of a common interest any additional confidentiality or joint defense agreement in customary formbetween the Parties. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the All requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged made pursuant to this Section 7.1, in confidence 6.1 shall be directed to the extent required Person designated by the Company and in accordance with, and will otherwise comply with, all information exchanged or made available shall be governed by the terms of the Confidentiality Agreement. (c) Parent will comply with the terms and conditions of the Confidentiality Agreement, dated July 5, 2023, between the Company and KSL Capital Partners Management VI, LLC (as it may be amended from time to time, the “Confidentiality Agreement”), and will hold and treat, and will cause their respective Representatives (as defined in the Confidentiality Agreement) to hold, treat and use, in confidence all documents and information concerning the Company and the Company Subsidiaries furnished to Parent in connection with the Transactions in accordance with the Confidentiality Agreement, which Confidentiality Agreement shall remain in full force and effect in accordance with its terms. Notwithstanding anything contained in this Agreement to the contrary, the Company hereby provides consent to permit the Parent Parties to disclose any such information, including copies of this Agreement and the Transaction Documents and the terms hereof and thereof, all of which, for the avoidance of doubt, shall constitute “Evaluation Material” (as defined in the Confidentiality Agreement), to their respective potential financing sources.

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time Closing or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1Subsection 11.1, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary to (and shall use of its reasonable best efforts to cause its Representatives Subsidiaries to), afford to Parent PNG and Parent’s Representatives (including to the extent requested by Parent, its Representatives) representatives reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company its Subsidiaries’ offices, properties, Contractscontracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and), and during such period, the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, use reasonable best efforts to furnish as promptly as practicable to Parent PNG all information (financial or otherwise) concerning its business, properties, offices, Contracts, contracts and personnel as Parent PNG may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businessesplanning). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 Subsection 5.3 to provide Parent PNG or Parent’s Representatives its representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated a third party entered into prior to the date hereof or after the date hereof in the ordinary course of business (provided, however, that, at ParentPNG’s written request, the Company shall use its commercially reasonable efforts (x) to obtain the required consent of such third party to such access or disclosure or, if unable to do so, or (y) to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counselCompany, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counselCompany, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does such access or disclosure would not jeopardize such attorney-client, attorney work product or other legal privilege); provided. Notwithstanding anything to the contrary in this Section 5.3, howeverPNG acknowledges and agrees that, that such prior to the public announcement of the transactions contemplated by this Agreement, the Company in its sole and absolute discretion may limit the access and information shall be disclosed or granted, as applicable, to counsel for Parent of PNG only to the extent reasonably required for necessary to maintain the purpose confidentiality of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent the Transaction Agreements and the transactions contemplated thereby from Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses personnel that are not aware of the Company Transaction Agreements and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementtransactions contemplated thereby. (b) Each of the Company and Parent PNG will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1Subsection 5.3, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From Between the date hereof until Effective Date and the earlier of the Effective Time Closing Date or the datetermination of this Agreement, if anysubject to applicable Law, on which this Agreement is validly terminated pursuant to Section 9.1Sellers and the Company shall afford the officers, employees, authorized agents and Representatives of Buyer (including its legal advisors and accountants), at Buyer’s sole expense, reasonable access, at reasonable times during normal business hours, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives personnel (including to any personnel responsible for the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to preparation of the Company’s financial statements and the Company Subsidiaries’ officesinternal controls), premises, properties, Contractsfinancial statements, personnelforecasts and other financial data, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, of the Company shall, and shall cause each Company Subsidiary to, furnish its Subsidiaries as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent Buyer may reasonably request (including information for purposes of transition request; provided that, Sellers and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required to take any action beyond commercially reasonable efforts or that would unreasonably disrupt the normal operations of the Company or any of its Subsidiaries; provided, however, that nothing in this Agreement shall limit Buyer’s rights of discovery as determined or permitted by this Section 7.1 a Governmental Authority. The foregoing shall not require any Seller or the Company to provide Parent or Parent’s Representatives with access to permit any inspection, or to disclose information (i) any information, that the Company determines in their or its reasonable judgment as determined in good faith is prohibited from being disclosed pursuant reasonably likely to result in the terms waiver of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (providedany attorney-client privilege, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of whichany protected Intellectual Property of any third party, in the reasonable good faith judgment violation of any Law or of their or its obligations with respect to confidentiality, or the loss of the Company upon advice status of counsel, would be reasonably likely to violate any trade secret as a trade secret under applicable Law (Law; provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request. All requests for information made pursuant to permit reasonable disclosure not in violation of such Lawthis Section 6.2(a) or (iii) the disclosure of whichshall be directed by Buyer to ▇▇▇▇▇▇ ▇▇▇▇▇▇, in the reasonable good faith judgment Chief Executive Officer of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consentsCompany, or making filings or providing notices, subject such other officer as may be designated from time to prior execution of a common interest or joint defense agreement in customary form. Parent and time by the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) Sellers’ Representative to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementrequests. (b) Each Except for disclosures permitted by the terms of that certain Non-Disclosure Agreement, dated as of October 3, 2018 by and between Buyer and the Company and Parent will holdthe other parties from time to time party thereto (as amended or otherwise modified from time to time, the “Confidentiality Agreement”), each party and will cause its Representatives and affiliates to hold, any nonpublic information, including any shall hold all information exchanged received from the Company pursuant to this Section 7.1, 6.2 in confidence to the extent required by and in accordance with, and will otherwise comply with, with the terms of the Confidentiality Agreement; provided that solely in connection with the Financing, Buyer will be permitted to disclose such information to any financing sources or prospective financing sources and/or ratings agencies (and, in each case, to their respective counsel and auditors) so long as each such Person is subject to customary confidentiality undertakings consistent with those required under Section 6.6(c).

Access; Confidentiality. (a) From At all times during the date hereof period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Effective Time or the date, if any, on which termination of this Agreement is validly terminated pursuant to Section 9.1Article IX and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the extent permitted by applicable Lawproperties, books and records and personnel of the Company; provided, however, that the Company shallmay (i) restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (B) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall cause each affect or be deemed to modify any representation or warranty of the Company Subsidiary set forth in this Agreement or otherwise impair the rights and remedies available to (Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to cause its Representatives to), afford communicate the applicable information to Parent and Parent’s Representatives (in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice possible. Any investigation conducted pursuant to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment conduct of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses business of the Company and the Company its Subsidiaries that may result from the requests for access, data and information hereunder. Any access or create a risk of damage or destruction to any properties property or facilities assets of the Company or any of its Subsidiaries. Any access to the properties of the Company Subsidiary or any of its Subsidiaries shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (measures and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be completed untilconstrued to require the Company, the consummation any of its Subsidiaries or any Representatives of any of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementforegoing to prepare any reports, analyses, appraisals, opinions or other information. (b) Each The terms and conditions of the Company and Parent will hold, and will cause its Representatives and affiliates Confidentiality Agreement shall apply to hold, any nonpublic information, including any information exchanged obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.1, in confidence to the extent required 7.8. Except for disclosures expressly permitted by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable LawTime, the Company shall, and shall cause each the Company Subsidiary to Subsidiaries to, upon reasonable prior notice, (and shall use its reasonable best efforts to cause its Representatives to), afford to a) give Parent and Parent’s Representatives (including to the extent requested by ParentMerger Sub, its their officers and a reasonable number of their employees and their authorized Representatives) , reasonable access during normal business hours and upon reasonable advance notice (x) to the Company’s Company Agreements, contracts, books, records, analysis, projections, plans, systems, personnel, commitments, offices and other facilities and properties of the Company and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere y) with the Company’s business) and, during such period, prior consent of the Company shall(such consent not to be unreasonably withheld), to the customers, suppliers and Representatives of the Company and the Company Subsidiaries, and shall (b) furnish, or cause each Company Subsidiary toto be furnished, furnish as promptly as practicable (i) to Parent all Parent, Merger Sub or Parent’s Representatives, such reasonably available information (financial or otherwise) concerning its the business, properties, offices, Company Material Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent Parent, Merger Sub or Parent’s Representatives may reasonably request request, and (including ii) to Parent, any monthly financial statements that are provided to the Company Board of Directors in the ordinary course of business (which statements shall be provided substantially contemporaneously with the time such information for purposes is furnished to the Company Board of transition and integration planning or possible divestitures of assets or businessesDirectors). The terms of the Confidentiality Agreement shall apply to any information provided to Parent or Merger Sub pursuant to this Section 6.2. Notwithstanding anything to the foregoingcontrary set forth herein, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to to, or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (providedinformation, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to where such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) would jeopardize the disclosure of which, in the reasonable good faith judgment attorney-client privilege of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, or its Subsidiaries or contravene any Law; provided that the Company parties to this Agreement shall use its commercially their reasonable best efforts to make appropriate substitute arrangements cause all such information to permit reasonable disclosure not be provided in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent a manner that does not jeopardize such attorney-client, attorney work product client privilege or other legal privilege); provided, however, that contravene such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From At all times during the date hereof period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Effective Time or the date, if any, on which termination of this Agreement is validly terminated pursuant to Section 9.1ARTICLE IX and the Acceptance Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the extent permitted by applicable Lawproperties, books and records and personnel of the Company; provided, however, that the Company shallmay restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.7 shall cause each affect or be deemed to modify any representation or warranty of the Company Subsidiary set forth in this Agreement or otherwise impair the rights and remedies available to (Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to cause its Representatives to), afford communicate the applicable information to Parent and Parent’s Representatives (in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice possible. Any investigation conducted pursuant to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access contemplated by this Section 7.7 shall be conducted in a manner that does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment conduct of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses business of the Company and the Company its Subsidiaries that may result from the requests for access, data and information hereunder. Any access or create a risk of damage or destruction to any properties property or facilities assets of the Company or any of its Subsidiaries. Any access to the properties of the Company Subsidiary or any of its Subsidiaries shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (measures and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.7 or elsewhere in this Agreement shall be completed untilconstrued to require the Company, the consummation any of its Subsidiaries or any Representatives of any of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementforegoing to prepare any reports, analyses, appraisals, opinions or other information. (b) Each The terms and conditions of the Company and Parent will hold, and will cause its Representatives and affiliates Confidentiality Agreement shall apply to hold, any nonpublic information, including any information exchanged obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.1, in confidence to the extent required 7.7. Except for disclosures expressly permitted by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

Access; Confidentiality. (a) From At all times during the date hereof period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Effective Time or the date, if any, on which termination of this Agreement is validly terminated pursuant to Article VIII and the Effective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, and subject to the other restrictions in this Section 9.16.06, upon reasonable notice, to the extent permitted by applicable Lawproperties, books and records and personnel of the Company; provided, however, that the Company shallmay restrict or otherwise prohibit access to any documents or information to the extent that (i) any Contract or applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, (iii) such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality obligations to any third party; or (iv) result in a competitor of the Company or any of its Subsidiaries receiving information that is competitively sensitive; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.06 shall cause each affect or be deemed to modify any representation or warranty of the Company Subsidiary set forth in this Agreement or otherwise impair the rights and remedies available to (Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to cause its Representatives to), afford communicate the applicable information to Parent and Parent’s Representatives (in a way that would not violate the foregoing restrictions, including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice possible. Any investigation conducted pursuant to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access contemplated by this Section 6.06 shall be conducted in a manner that does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment conduct of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses business of the Company and the Company its Subsidiaries that may result from the requests for access, data and information hereunder. Any access or create a risk of damage or destruction to any properties property or facilities assets of the Company or any Company Subsidiary of its Subsidiaries. Nothing in this Section 6.06 or elsewhere in this Agreement shall be subject construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. Notwithstanding anything to the Company’s reasonable security measures. Without limiting contrary in this Agreement, from the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets date of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality this Agreement to the contraryEffective Time, to none of Parent or any of its financial advisors, business consultants, legal counsel, accountants or other agents and representatives shall, without the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation prior written consent of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred Company, conduct any environmental investigation at any Owned Real Property or Leased Real Property involving any sampling or other intrusive investigation of air, surface water, groundwater, or soil at or in connection with the negotiation of each such agreementany Owned Real Property or Leased Real Property. (b) Each The terms and conditions of the Company and Parent will hold, and will cause its Representatives and affiliates Confidentiality Agreement shall apply to hold, any nonpublic information, including any information exchanged obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.1, in confidence to the extent required 6.06. Except for disclosures expressly permitted by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its Representatives to hold, all information received from the Company, its Subsidiaries or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the dateSubject to applicable Law and Governmental Orders, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, the Company Seller shall, and shall cause each Company Subsidiary to of the Acquired Companies to, during the period from and after the date hereof until the Closing, upon reasonable advance notice, (i) afford Purchaser and shall use its reasonable best efforts to cause its Representatives to)authorized directors, afford to Parent officers, employees, accountants, counsel, financing sources and Parent’s Representatives lenders, investment bankers and consultants (including to the extent requested by Parentcollectively, its “Representatives”) reasonable access access, during normal business hours and upon reasonable advance notice hours, in the presence of at least one (1) Representative of Seller, to the Company’s and the Company Subsidiaries’ officesall officers, employees, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long with respect to U.S. Tax books and records, only to the extent solely and directly related to the Acquired Companies), Contracts and other documents of the Acquired Companies, (ii) furnish to Purchaser such financial and operating data and other information relating to the Acquired Companies as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent Purchaser may reasonably request (including such accounting and auditing information for purposes of transition as may be necessary to prepare financial statements), and integration planning or possible divestitures of assets or businesses). Notwithstanding (iii) instruct the appropriate Acquired Company employees to cooperate reasonably with Purchaser and its Representatives in connection with the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (; provided, however, that, at Parentin each case, such access, furnishing of information and cooperation shall not (w) unreasonably disrupt any Acquired Company’s written requestoperations, (x) require any Acquired Company to permit any inspection or to disclose any information that, in the Company shall use reasonable judgment of such Acquired Company, would result in the disclosure of any trade secrets or violate any of its obligations to third parties with respect to confidentiality (so long as the Seller notifies Purchaser of such confidentiality requirement and used its commercially reasonable efforts to obtain the required consent a waiver thereof or agree to alternative means of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirementdisclosure), (iiy) require any Acquired Company to disclose any attorney-client privileged information of any Acquired Company (so long as the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its Seller has used commercially reasonable efforts to make appropriate substitute arrangements agree to permit reasonable disclosure not in violation alternative means of such Law) disclosure), or (iiiz) include any sampling of environmental media or building materials or (z) require Seller or any of its Affiliates (including the disclosure Acquired Companies) to disclose any proprietary information of which, in or regarding Seller or its Affiliates (excluding the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilegeAcquired Companies); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the All requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged made pursuant to this Section 7.1, 5.4(a) shall be directed to such Persons designated by Seller in confidence writing from time to the extent required time. All such information shall be governed by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement. Purchaser shall not, and shall cause its Representatives not to, use any information obtained pursuant to this Section 5.4(a) (as well as any other confidential information provided to Purchaser or any of its Representatives by or on behalf of Parent, Seller or any Acquired Company prior to the date hereof) for any purpose unrelated to the transactions contemplated by this Agreement. . 38 (b) Purchaser shall indemnify and hold harmless Seller, its Affiliates and their respective Representatives for any and all Liabilities, Losses, costs or expenses incurred by Seller, its Affiliates or their respective Representatives arising out of the access rights under this Section 5.4, including any claims by any of Purchaser’s Representatives for any injuries or property damage while present on the Real Property. (c) Notwithstanding anything to the contrary in this Section 5.4, neither Seller nor the Acquired Companies shall be obligated to disclose to Purchaser any information (x) the disclosure of which could reasonably be expected to (i) violate any applicable Law, (ii) result in the loss of attorney-client privilege with respect to such information (so long as Seller has used commercially reasonable efforts to consider alternative means of disclosure), or (iii) result in a breach of an agreement to which Seller or any Acquired Company or any of their respective Affiliates is a party (so long as Seller notifies Purchaser of such confidentiality requirement and used its commercially reasonable efforts to obtain a waiver thereof and to agree to alternative means of disclosure), or (y) that constitutes any trade secret or confidential information of third parties (so long as Seller notifies Purchaser of the confidentiality of such information and used its commercially reasonable efforts to obtain a waiver thereof or agree to alternative means of disclosure) (d) From and for a period of two (2) years after the Closing, Seller shall, and shall cause its Affiliates and its or their respective Representatives to, hold in confidence any and all information concerning Purchaser and the Acquired Companies, and their respective Affiliates, except to the extent that such information (i) has come within the public domain through no action or omission of the Seller or its Affiliates or Representatives in violation of clause (iii) hereof; (ii) is later acquired by Seller or its Affiliates after the Closing from another source if the receiving Person is not aware that such source is under an obligation to Purchaser or the Acquired Companies or their respective Affiliates to keep such documents and information confidential or (iii) is disclosed in connection with Parent’s reporting obligations under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information subject to such confidentiality obligations by Law or Governmental Order or in an Action, Seller shall, to the extent legally permissible, give Purchaser prompt notice of such disclosure to permit Purchaser to seek a protective order should it so determine. At any time that such protective order or remedy has not been obtained, Seller or such Affiliate or Representative may disclose only that portion of such information which such Person is legally required to disclose or of which disclosure is required to avoid sanction for contempt or any similar sanction, and Seller shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such information so disclosed. (e) For a period of twelve (12) months after the Closing Date, Seller shall not and shall cause its Affiliates not to, directly or indirectly, employ, engage, hire, recruit or solicit . 39 for employment, recruitment, engagement or hire (whether as an employee, consultant or otherwise) any Continuing Employee; provided that, Seller shall not be precluded from employing, soliciting, recruiting or hiring any such Continuing Employee (i) who has been terminated by the Company or any of its Affiliates at least six (6) months prior to the commencement of employment or hiring discussion with such Continuing Employee, or (ii) who responds to a general or public solicitation not targeted at Continuing Employees. Notwithstanding the foregoing, Seller and its Affiliates shall not be restricted from engaging in general or public solicitations or advertising not targeted at any such Continuing Employees. (f) From and after the Closing, Purchaser and Seller shall, and shall cause their respective Representatives, upon reasonable notice, to (i) furnish to each other, and their respective Representatives, such financial and operating data and other information relating to the Acquired Companies (including books and records of the Acquired Companies) as is reasonably necessary for planning any systems conversions, process changes, litigation, employee benefits, environmental, financial reporting and accounting matters, or the preparation and filing of any required regulatory or other filings, responses or reports and information relating to any Action or as required by any Law or Governmental Order, and (ii) make available to each other, and their respective Representatives, their respective directors, officers and employees as may reasonably be requested to cooperate in connection with the foregoing; provided that such access shall not unreasonably interrupt Seller’s or the Acquired Companies’ businesses; provided, further, that with respect to any claim under this Agreement, disclosure shall be governed by applicable rules of evidence. After the Closing, Purchaser shall cause the Acquired Companies to preserve such information and the books and records for at least eight (8) years after the Closing Date. This Section 5.4(f) does not relate to Tax matters, which are instead the subject of Section 5.13.

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, Subject to the extent permitted by Confidentiality Agreement and applicable LawLaw relating to the sharing of information, the Company shallagrees to provide, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to will cause its Representatives to)Subsidiaries to provide, afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) , from time to time during the Interim Period, reasonable access during normal business hours and upon reasonable advance notice to (a) the Company’s and the Company its Subsidiaries’ officesrespective properties (but excluding for purposes of any invasive, propertiessoil sample or below ground testing), books, Tax Returns and Tax records, Contracts, personnelcommitments, IT Systems, Technology, and books personnel and records and (so long b) such other information as any such access does not unreasonably interfere Parent reasonably requests with the Company’s business) and, during such period, respect to the Company shalland its Subsidiaries and their respective businesses, financial condition and shall cause operations, in each case, to the extent related to the consummation of the Transactions or the ownership or operation of the respective businesses of the Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning and its business, properties, offices, Contracts, Subsidiaries from and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses)after the Closing. Notwithstanding the foregoing, neither the Company shall not nor its Subsidiaries will be required by this Section 7.1 to provide the Parent Parties or Parent’s their Representatives with access to or to disclose information (i) that would result in the disclosure of any Trade Secrets of the Company determines or any of its Subsidiaries or third parties, (ii) that would result in good faith the disclosure of competitively sensitive sales or marketing information of third parties or violate any of the Company’s or its Subsidiaries’ obligations with respect to confidentiality that is prohibited from being disclosed pursuant subject to the terms of a confidentiality or other agreement with an unaffiliated a third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, provided that the Company shall use its notifies Parent of such confidentiality restrictions and, if requested by Parent, uses commercially reasonable efforts to obtain cooperate with Parent to provide the required consent of such third party to such access information, in whole or disclosure orin part, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure in a manner that would not in violation of such consent requirementviolate the underlying confidentiality agreement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of whichwhich would violate any Law (provided, in the reasonable good faith judgment of that, if requested by Parent, the Company upon advice of counselwill use commercially reasonable efforts to cooperate with Parent to allow for such access or disclosure in a manner that does not result in such violation), (iv) that would be reasonably likely to cause result in the loss of any attorney-client, attorney work product client or other legal privilege (providedprovided that, howeverif requested by Parent, that the Company shall will use its commercially reasonable efforts to allow for such disclosure cooperate with Parent to provide the maximum extent information in a manner that does not jeopardize result in such attorney-client, attorney work product or other legal loss of privilege); provided, however, (v) that such access and information shall be disclosed or granted, as applicable, is competitively sensitive to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject its Subsidiaries (provided that the Parties will attempt to establish a clean team process to share such materials in a commercially reasonable manner) or (vi) except as otherwise expressly required by this Agreement, information that relates to (1) the Company’s reasonable security measures. Without limiting negotiation of this Agreement, (2) the foregoing, amount of the Company also agrees to provide reasonable cooperation prior to Merger Consideration or the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets valuation of the Company in connection with this Agreement, the event Transactions or any other financial or strategic alternatives considered by the Closing occursCompany Board, and(3) any Takeover Proposal, notwithstanding (4) any process the Company has conducted with any financial advisor or other communications with any Persons in connection therewith prior to the Agreement Date, or (5) the minutes of the meetings of the Company Board or any committee thereof discussing the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board or any committee thereof, whether in connection with a specific meeting thereof or otherwise relating to such subject matter). The Company and its Subsidiaries will not be required to provide information in any format other than as then exists, or otherwise to manipulate or reconfigure any data regarding the Company’s or any of its Subsidiaries’ business, assets, financial performance or condition or operations. Notwithstanding anything contained in the Confidentiality this Agreement to the contrary, to the extent permitted by applicable Law, (x) the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall will not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates required to hold, provide any nonpublic information, including access or make any information exchanged disclosure pursuant to this Section 7.1, in confidence 6.5 to the extent required by and in accordance withsuch access or information is reasonably pertinent to an Action where the Company or any of its Affiliates, on the one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties and (y) the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law or as a result of COVID-19 or any COVID-19 Measures. No representation or warranty as to the accuracy of information provided pursuant to this Section 6.5 is made and the Parent Parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article III. All information provided will otherwise comply with, be governed by the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From At all times during the date hereof period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Effective Time or the date, if any, on which termination of this Agreement is validly terminated pursuant to Section 9.1Article IX and the Acceptance Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the extent permitted by applicable Lawproperties, books and records and personnel of the Company; provided, however, that the Company shallmay restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information,; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall cause each affect or be deemed to modify any representation or warranty of the Company Subsidiary set forth in this Agreement or otherwise impair the rights and remedies available to (Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to cause its Representatives to), afford communicate the applicable information to Parent and Parent’s Representatives (in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice possible. Any investigation conducted pursuant to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment conduct of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses business of the Company and the Company its Subsidiaries that may result from the requests for access, data and information hereunder. Any access or create a risk of damage or destruction to any properties property or facilities assets of the Company or any of its Subsidiaries. Any access to the properties of the Company Subsidiary or any of its Subsidiaries shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (measures and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 7.8 or elsewhere in this Agreement shall be completed untilconstrued to require the Company, the consummation any of its Subsidiaries or any Representatives of any of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementforegoing to prepare any reports, analyses, appraisals, opinions or other information. (b) Each The terms and conditions of the Company and Parent will hold, and will cause its Representatives and affiliates Confidentiality Agreement shall apply to hold, any nonpublic information, including any information exchanged obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.1, in confidence to the extent required 7.8. Except for disclosures expressly permitted by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof of this Agreement until the earlier of the Effective Time or the dateClosing Date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, upon reasonable prior notice to the extent permitted by applicable LawCompany, the Stockholders and the Company shall, shall (and shall cause each Company Subsidiary to (of its Subsidiaries to) give the Purchasers and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives their authorized representatives (including to the extent requested by Parenttheir independent public accountants, its Representativesenvironmental consultants and attorneys) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ officesits executive officers, employees, properties, Contracts, personnel, IT Systems, Technologybooks, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shallrecords, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all the Purchasers and their respective authorized representatives with such financial and operating data and other information (financial or otherwise) concerning its business, properties, offices, Contracts, the business and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses properties of the Company and the Company its Subsidiaries that may result from the requests for access, data and information hereunder. Any access time to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s time reasonably request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of Following the Company and Parent will holdClosing Date, and will cause its Representatives and affiliates to holdall information disclosed in writing, any nonpublic informationwhether before or after the date hereof, including any information exchanged pursuant to this Section 7.1Agreement or in connection with the transactions contemplated by, in confidence or the discussions and negotiations preceding, this Agreement to any other Party (or its representatives) shall be kept confidential by such other Party and its representatives and shall not be used by any Persons other than as contemplated by this Agreement, except to the extent required that (a) such information was known by and the recipient when received, (b) such information is or hereafter becomes lawfully obtainable from other sources, (c) it is necessary or appropriate to disclose such information to a Governmental Agency having jurisdiction over the Party from whom disclosure is sought, (d) any requirement of law or governmental rule or regulation requires otherwise, (e) such duty as to confidentiality is waived in accordance withwriting by the other Party, and will otherwise comply with, (f) with respect to the terms confidentiality obligations of the Confidentiality AgreementPurchasers hereunder, such information as any Purchaser deems necessary to provide to any prospective transferee of the Purchased Shares; provided, that such prospective transferee agrees to be bound by the provisions of this Section 9.7, or (g) the Company deems such dissolution necessary to conduct its affairs (including, without limitation, in order to facilitate a financing transaction involving the Company).

Access; Confidentiality. (a) From During the date hereof until period prior to the earlier of the Effective Time or and the date, if any, on which termination of this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable LawAgreement, the Company shallshall (i) afford to Parent, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by ParentRepresentatives, its Representatives) reasonable access during normal business hours and upon on reasonable advance notice to the Company’s all of its and its Subsidiaries’ properties, books and records and to those directors, officers and employees of the Company to whom Parent reasonably requests access, (ii) furnish, as promptly as practicable, to Parent all information concerning its and its Subsidiaries’ officesbusiness, properties, Contracts, assets, liabilities, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, and financial information and other aspects of the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel Subsidiaries as Parent may reasonably request request, (including iii) reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the Company’s Representatives to be located at the properties, offices or other facilities of the Company and the Company Subsidiaries at such times during normal business hours as Parent may reasonably request, (iv) use reasonable best efforts to furnish or produce information for purposes related to the financial or Tax records of transition the Company and integration planning its Subsidiaries if reasonably requested by Parent or possible divestitures its Representatives and (v) reasonably cooperate with Parent and Parent’s Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other key business relations of assets or businesses)the Company and each Subsidiary of the Company as Parent may reasonably request. Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to any such access or disclosure or, if unable information to do the extent that doing so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counselCompany, would be reasonably likely to violate (i) cause a waiver of an attorney-client privilege or loss of attorney work product protection or (ii) constitute a violation of any applicable Law (providedincluding Antitrust Laws) (in each case, however, it being agreed that the Company shall give notice to Parent of the fact that it is withholding such access or information and thereafter the Company and Parent shall use its commercially their respective reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or grantedinformation, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consentsbe provided, or making filings made available, in a manner that would not reasonably be expected to cause such a waiver or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result violation). (b) All information received from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary its Representatives under Section 6.09(a) shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof until the earlier ----------------------- Effective Time, upon reasonable notice and subject to the terms of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable LawConfidentiality Agreement, the Company shall, shall (and shall cause each of the Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives Subsidiaries to), ) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent and Parent’s Representatives (including to the extent requested by ParentPurchaser, its Representatives) reasonable access access, during normal business hours and upon reasonable advance notice throughout the period prior to the Company’s and the Company Subsidiaries’ officesAppointment Date, to all of its properties, Contractsbooks, personnelcontracts, IT Systems, Technology, and books commitments and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, shall (and shall cause each of the Company Subsidiary Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish as promptly as practicable to Parent and the Purchaser (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information (financial or otherwise) concerning its business, properties, offices, Contracts, properties and personnel as Parent or the Purchaser may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses)request. Notwithstanding After the foregoingAppointment Date, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives the Purchaser and such persons as Parent or the Purchaser shall designate with access to all such information as is in Company's possession or to disclose information (i) that control and as Parent or the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, thatPurchaser shall reasonably request, at Parent’s written such time as Parent or the Purchaser shall reasonably request. Unless otherwise required by law or regulation (including stock exchange rules) and until the Appointment Date, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company Purchaser will cooperate to minimize to the extent reasonably practicable hold any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and such information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary which is non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, public in confidence to the extent required by and in accordance with, and will otherwise comply with, with the terms of the Confidentiality Agreement (except as may be required by law or by any listing agreement with or by the listing rules of the London Stock Exchange) and, in the event this Agreement is terminated for any reason, Parent or the Purchaser shall promptly return or destroy such information in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.5 shall affect any representation or warranty made by the parties hereunder.

Access; Confidentiality. (a) From Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent’s representatives reasonable access, during normal business hours between the date hereof until of this Agreement and the earlier of the Effective Time or and the date, if any, on which date of termination of this Agreement is validly terminated pursuant to Section 9.1Agreement, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company SubsidiariesAcquired Companies’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all readily available information (financial or otherwise) concerning its business, properties, offices, Contracts, business and personnel shall make available its Representatives as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent: (i) such disclosure in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the conduct of the Acquired Companies’ business; or (ii) such information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise relating to such subject matter); and provided further that the Acquired Companies shall use its commercially reasonable best efforts to make appropriate substitute disclosure arrangements to permit reasonable disclosure not under circumstances in violation of which such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that restrictions apply. Any such access shall be afforded and any such information shall be disclosed furnished solely at Parent’s expense. No investigation pursuant to this Section 6.4(a) shall affect any representation or granted, as applicable, warranty in this Agreement of any party hereto. All requests for access pursuant to counsel for Parent this Section 6.4(a) must be directed to the extent reasonably required for Chief Financial Officer or the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities Chief Legal Officer of the Company or any Company Subsidiary shall be subject another person designated in writing by the Company. Notwithstanding anything herein to the Company’s reasonable security measures. Without limiting the foregoingcontrary, the Company also agrees to provide reasonable cooperation prior to the Closing to ParentParent and Merger Sub shall not, to the extent permitted by applicable Lawand shall cause their respective representatives not to, in the event Parent desires to divest contact any businesses partner, licensor, licensee, customer or assets supplier of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation Offer, the Merger or any of each the other Transactions without the Company’s prior written consent (such agreementconsent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) Each Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement in accordance with its terms. All information provided by or on behalf of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 7.1, in confidence to 6.4(a) shall be treated as confidential information of the extent required by and in accordance with, and will otherwise comply with, the terms Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) From Between the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1and the Closing Date, to the extent permitted by applicable Law, the Company Seller shall, and shall cause each the Company Subsidiary to, afford Buyer full and free access, at all reasonable times during normal business hours, to (the personnel, premises, properties, Applicable Contracts, books and records, and other documents and data of the Division and the Company as Buyer may reasonably request. The foregoing shall use its not require Seller or the Company to permit any inspection, or to disclose any information, that in their reasonable judgment is reasonably likely to result in the disclosure of any trade secrets of third parties or violate any of their obligations with respect to confidentiality if Seller or the Company, as the case may be, shall have used reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access inspection or disclosure or, if unable disclosure. All requests for information made pursuant to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (iithis Section 5.2(a) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, directed to counsel for Parent to the extent reasonably required for the purpose an executive officer of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementSeller. (b) Each of Following the Closing, Buyer shall, and shall cause the Company and Parent will holdany of Buyer's other Affiliates to (i) afford Seller full and free access, upon reasonable notice, during normal business hours, to the personnel, premises, properties, Applicable Contracts, books and records, and will cause other documents and data of the Division and the Company as Seller shall reasonably request, (ii) furnish Seller with copies of all such Applicable Contracts, books and records, and other existing documents and data as Seller may reasonably request and (iii) furnish Seller with such additional financial, operating, and other data and information as Seller may reasonably request in order for Seller to prepare its Representatives financial statements, Tax Returns and affiliates other documents and reports Seller or any of its Affiliates are required to holdfile with Governmental Entities or reasonably require in connection with any Action against, or tax examination of, Seller or any nonpublic of its Affiliates. The foregoing shall not require Buyer, the Company or any of Buyer's other Affiliates to permit any inspection, or to disclose any information, including that in their reasonable judgment is reasonably likely to result in the disclosure of any trade secrets of third parties or violate any of their obligations with respect to confidentiality if Buyer, the Company or Buyer's other Affiliates shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information exchanged made pursuant to this Section 7.15.2(b) shall be directed to an executive officer of Buyer. (c) Seller hereby covenants and agrees that from and after the Closing Date it will use its reasonable best efforts to ensure that its Representatives, affiliates, successors and assigns (including assignees of any portion of its other businesses) hold in confidence and prevent the disclosure to any person or use by any Person of any information and documents concerning the Business and the Transferred Assets, including but not limited to the extent information compiled in the data room (other than pursuant to a court order or subpoena or with respect to Tax Returns and other reports or information required by law to be disclosed), except to authorized representatives of Buyer. Seller agrees that it shall not and it shall cause its Representatives, affiliates, successors and assigns not to use any confidential documents or information for any purpose other than the preparation of Seller's financial statements, Tax Returns or other documents or reports required to be filed by Seller with any Governmental Entities or reasonably required in connection with any Action against, or examination of Seller or its Affiliates. The parties agree that irreparable damage may occur in the event that any of the 36 41 provisions of this Agreement were not performed in accordance with, with their specific terms or were otherwise breached. It is accordingly agreed that Buyer shall be entitled to seek an injunction or injunctions to prevent breaches of this paragraph and will otherwise comply with, to enforce specifically the terms and provisions of the Confidentiality Agreementthis paragraph in any court, without having to prove irreparable damages this being in addition to any other remedy to which it is entitled at law or equity.

Access; Confidentiality. (a) From Subject to the date hereof until terms and conditions of this Agreement, applicable Law and the earlier terms of the Effective Time Confidentiality Agreement, Seller shall cause the Company prior to the Closing to (i) give Purchaser and its authorized representatives, upon reasonable advance notice and during regular business hours, reasonable access to all Collective Bargaining Agreements, all distribution Contracts, documentation surrounding pending litigation, books, records, personnel and personnel records, officers and other facilities and properties of the Company (for purposes of coordinating post-Closing transfer of such items, transition planning and other matters), (ii) permit Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as Purchaser may reasonably request, and (iii) cause the officers of the Company to furnish Purchaser with such unaudited financial and operating data and other information that relates to the business and properties of the Business as is regularly prepared in the ordinary course that Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted at Purchaser’s expense, at a reasonable time, and under the supervision of Seller’s or the dateCompany’s personnel and shall not include sampling of building materials or environmental media, Phase I environmental site assessments, Phase II environmental site assessments, or environmental compliance audits. The Parties shall take all actions necessary to permit access by Purchaser and its representatives under this Section 6.2(a) unless such access would reasonably be expected to result in (A) disclosure of competitively sensitive information to Purchaser or any of its representatives in a manner that would reasonably be expected to result in competitive harm to Seller or any of its Affiliates if anythe Closing were not to occur, on which this Agreement is validly terminated pursuant to Section 9.1, to (B) the extent permitted by applicable Law, disclosure of any trade secrets of third parties or a violation of any of the obligations of the Company shall, and shall cause each Company Subsidiary or the Company’s Affiliates with respect to confidentiality (and provided that Seller shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company which shall not be required by this Section 7.1 to provide Parent require the payment of any money or Parent’s Representatives with access to or to disclose information (ithe incurrence of any Liability) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access inspection or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirementdisclosure), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iiiC) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal client privilege with respect to such information (provided, however, provided that the Company shall use its commercially reasonable efforts to allow for such disclosure Seller will limit access to the maximum minimum extent that does not jeopardize required to maintain such attorney-client, attorney work product or other legal privilege); provided. By way of example and not limitation, however, that such access Seller and information its Affiliates shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any provide access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoingCollective Bargaining Agreements, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occursdistribution Contracts, and, notwithstanding anything in the Confidentiality Agreement if access to such documents is required to be limited pursuant to the contraryimmediately preceding sentence, Seller and its Affiliates shall use their reasonable best efforts to limit such access to the least extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) possible to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection comply with the negotiation of each such agreementimmediately preceding sentence. (b) Each of The Confidentiality Agreement shall be binding on the Parties and in full force and effect until the Closing, at which time it shall terminate only with respect to information relating solely to the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1shall, in confidence any event, otherwise survive the Closing in accordance with its terms, (including with respect to the extent required by non-solicitation provisions included therein). The information contained herein, in the Schedules or delivered to Purchaser or its authorized representatives pursuant hereto and the terms and existence of this Agreement and the status of the Transaction shall be deemed to be Evaluation Material (as defined and subject to the exceptions contained in the Confidentiality Agreement) until the Closing. If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance withwith its terms, notwithstanding such termination. (c) With respect to any of the representations made by Seller in Article III or Article IV as of the date hereof, in the event that Seller obtains Knowledge of facts and will otherwise comply circumstances that arise after the date hereof and prior to the Closing, which would cause one or more of Seller’s representations to be materially inaccurate if made as of the Closing Date, Seller shall, or shall cause the Company to, use commercially reasonable efforts to provide Purchaser with information regarding such change in facts and circumstances. For the avoidance of doubt, the breach of, or noncompliance with, the terms covenants and obligations set forth in this Section 6.2(c) shall not be considered (i) for purposes of determining whether the Confidentiality Agreementcondition set forth in Section 9.2(a) (Additional Conditions to Obligations of Purchaser to Effect the Closing) shall have been satisfied or (ii) for purposes of Section 11.2(a) (Indemnification by Seller).

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, Contracts and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated a third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counselCompany, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counselCompany, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, Parent in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company its Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

Access; Confidentiality. (a) From Subject to the date hereof until Confidentiality Agreement and applicable Law relating to the sharing of information, the Company agrees to provide Parent and its Representatives, from time to time prior to the earlier of the Effective Time or the date, if any, on which termination of this Agreement is validly terminated pursuant to Section 9.1in accordance with Article ‎VIII, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance prior notice to the Company in connection with the Transactions and the Financing to (a) the Company’s and the Company Subsidiaries’ officesproperties, propertiesbooks, financial reporting, tax returns, Contracts, personnel, IT Systems, Technology, and books personnel and records and (so long as any b) such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all other information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, with respect to the Company and its business, assets, liabilities, financial condition and operations, provided, that nothing in this Agreement shall not be required by this Section 7.1 require the Company or any of its Subsidiaries to provide Parent or Parent’s Representatives with access to or to disclose information (i) provide such access at times or in a manner that the Company determines in good faith Company’s Representatives reasonably believe is prohibited from being disclosed pursuant likely to disrupt the terms ordinary course operations of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, businesses of the Company shall use or its commercially reasonable efforts to obtain the required consent of such third party to such access Subsidiaries or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be disclose any information to Parent or its Representatives that is reasonably likely to violate applicable Law cause a violation of any Contract to which the Company or any of its Subsidiaries is a party, is reasonably likely to cause a risk of a loss of attorney-client privilege to the Company or any of its Subsidiaries or that is competitively sensitive information (provided, however, provided that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable best efforts to allow for such disclosure to the maximum extent access in a manner that does not jeopardize result in such a violation of a Contract, the loss of attorney-client, attorney work product client privilege or other legal privilegesharing of competitively sensitive information with individuals that would not be permitted under applicable Law); provided, howeverfurther, that such access Parent and information its Representatives shall be disclosed not have the right to perform any invasive or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose subsurface investigations of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary formany Site. Parent shall and the Company will cooperate shall cause Parent’s Affiliates and Representatives to minimize to the extent reasonably practicable keep confidential any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result non-public information received from the requests for accessCompany, data and information hereunder. Any access to any properties its Affiliates or facilities of the Company Representatives, directly NAI-1507512591v13 or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoingindirectly, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and ‎6.6 in accordance with, and will otherwise comply with, the terms of with the Confidentiality Agreement.

Access; Confidentiality. (a1) From Except for competitively sensitive information and subject to legal and contractual restrictions, the date hereof until Company shall (and shall cause its Subsidiaries to) afford to the Bidder's officers, employees, accountants, counsel and other authorized representatives reasonable access during normal business hours upon reasonable notice, throughout the period prior to the earlier of the Effective Time or the dateTermination Date, if anyto its properties, on which this Agreement is validly terminated offices, employees, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to Section 9.1, to the extent permitted by applicable Law, the Company shall, requirements of federal or state securities laws and shall (and shall cause each Company Subsidiary of its Subsidiaries to) furnish to (the Bidder such additional financial and shall use operating data and other information as to its and its Subsidiaries' respective businesses and properties as the Bidder may from time to time reasonably request. The Bidder will make all reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as minimize any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Company's Subsidiaries that which may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary The Bidder shall be subject afford to the Company’s 's officers, employees, accountants, counsel and other authorized representatives reasonable security measures. Without limiting the foregoingaccess during normal business hours upon reasonable notice, the Company also agrees to provide reasonable cooperation prior to the Closing to Parentits officers, employees, and books and records to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred reasonably necessary in connection with the negotiation preparation of the Proxy Statement. No investigation pursuant to this Section 4.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access and information shall be coordinated through designated senior executives of each such agreementof the parties. (b2) Each The Bidder will hold all information provided under this Section 4.2 that is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter dated February 27, 2000, between Dexter and the Bidder. Except as required by law, the Company and Parent will hold, and will cause its Representatives officers, employees, accountants, counsel and affiliates other authorized representatives to hold, any nonpublic informationconfidential, including any all information exchanged and documents obtained pursuant to this Section 7.14.3 except for information (i) the Company can show by tangible evidence to have been in its possession prior to your receipt thereof from the Bidder; PROVIDED that such information is not subject to another confidentiality agreement with, in confidence or other obligation (legal, fiduciary or contractual) of secrecy to, the Bidder or another party; (ii) is as of the date of this Agreement or hereafter becomes generally available to the extent required public, other than as a result of a disclosure by and in accordance withthe Company or its representatives; (iii) was or may after the date of this Agreement be available to the Company on a non-confidential basis from a third party that is not under any confidentiality obligation (legal, and will otherwise comply with, fiduciary or contractual) to the terms Bidder regarding such information; or (iv) is independently acquired or developed by the Company or its representatives without violating any of the Confidentiality AgreementCompany's obligations under this Section 4.3(b).

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, the The Company shall, shall (and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), ) afford to Parent the officers, employees, accountants, counsel, financing sources and other representatives of Parent’s Representatives (including , full access during the period prior to the extent requested by ParentEffective Time, to all its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contractsbooks, personnelcontracts, IT Systems, Technology, and books commitments and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, shall (and shall cause each Company Subsidiary to, ) furnish as promptly as practicable to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (ii) all other information (financial or otherwise) concerning its business, properties, offices, Contracts, properties and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses)request. Notwithstanding Access shall include the foregoingright to conduct such environmental studies as Parent, the Company in its reasonable discretion, shall not be deem appropriate. Unless otherwise required by this Section 7.1 law or in order to provide Parent or Parent’s Representatives comply with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant disclosure requirements applicable to the terms of a confidentiality agreement Proxy Statement/Prospectus, Parent will hold any such information which is nonpublic in confidence in accordance with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment provisions of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreementAgreement. (b) Each Parent shall (and shall cause each Parent Subsidiary to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of the Company, full access during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records and, during such period, Parent shall (and shall cause each Parent Subsidiary to) furnish promptly to the Company (i) a copy of each report, schedule, registration statement and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged other document filed or received by it during such period pursuant to this Section 7.1the requirements of federal securities laws and (ii) all other information concerning its business, properties and personnel as the Company may reasonably request. Access shall include the right to conduct such environmental studies as the Company, in confidence its reasonable discretion, shall deem appropriate. Unless otherwise required by law or in order to comply with disclosure requirements applicable to the extent required by and Proxy Statement/Prospectus, the Company will hold any such information which is nonpublic in confidence in accordance with, and will otherwise comply with, with the terms provisions of the Confidentiality Agreement.

Access; Confidentiality. (a) From the date hereof until to the earlier Closing, each Parent will allow all designated Representatives of the Effective Time or other Parents access at reasonable times upon reasonable notice and in a manner as will not adversely impact the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, conduct of the respective businesses of such Parent to the extent permitted by applicable Lawpersonnel, records, files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the Company shall, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Business of such Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege)Group; provided, however, that no investigation pursuant to this Section 5.06(a) will affect any representation or warranty given by such access Parent hereunder, and provided, further, that notwithstanding the provision of information shall by such Parent or its Affiliates or Representatives or investigation by the other Parties or their Representatives, such Parent will not be disclosed deemed to make any representation or grantedwarranty except as expressly set forth in this Agreement. Notwithstanding the foregoing, as applicable(i) no Parent will be required to provide any information which it reasonably believes it may not provide to another Parent by reason of applicable Law, which such Parent reasonably believes constitutes information protected by attorney/client privilege or which it is required to counsel for keep confidential by reason of Contracts with third parties, (ii) no Parent will be required to provide any records, writings or other materials of the extent reasonably required for the purpose of obtaining required approvals Contributing Parties relating to or consentsincluding (A) any personnel files, (B) performance review materials or any information that relates to an employee’s participation in bonus plans or similar incentive compensation arrangements, (C) medical records, hiring records, affirmative action plans or workers compensation files, or making filings or providing notices, (D) that are otherwise subject to prior execution of a common interest restrictions on transfer pursuant to applicable Laws regarding personally identifiable information or joint defense agreement in customary form. subject to privacy policies regarding personally identifiable information or with respect to which transfer would require any Governmental Approval under applicable Law, and (iii) no Parent and the Company will cooperate be required to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any provide access to any properties of its Group’s properties, without - 38 - such Parent’s written consent, not to be unreasonably withheld, conditioned or facilities delayed, except as otherwise contemplated by Section 5.07 of this Agreement. The applicable Parent will make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measurespreceding sentence apply. Without limiting the foregoing, the Company also Each Parent agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent it will holdnot, and will cause its Representatives and affiliates to holdnot to, any nonpublic information, including use any information exchanged obtained pursuant to this Section 7.1, in confidence 5.06 for any purpose unrelated to the extent required by and in accordance consummation of the Contemplated Transactions. (b) With respect to the information disclosed pursuant to this Section 5.06, the Parties will comply with, and will otherwise cause their respective representatives to comply with, the terms all of their obligations under the Confidentiality Agreement.

Access; Confidentiality. (a) From Upon reasonable advance written notice and solely for purposes of furthering the Transactions or integration planning relating thereto, the Company shall afford Parent and Parent’s Representatives reasonable access, during normal business hours between the date hereof until of this Agreement and the earlier of the Effective Time or and the date, if any, on which date of termination of this Agreement is validly terminated pursuant to Section 9.1Agreement, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives to), afford to Parent and Parent’s Representatives (including to the extent requested by Parent, its Representatives) reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company SubsidiariesAcquired Companies’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) records, Contracts and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all readily available information (financial or otherwise) concerning its business, properties, offices, Contracts, and personnel business as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that the Company determines in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to violate applicable Law (; provided, however, that the Company Acquired Companies shall use its commercially reasonable efforts to make appropriate substitute arrangements not be required to permit reasonable any inspection or other access, or to disclose any information to the extent: (i) such disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause could: (a) result in the loss disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded to any of the Acquired Companies under the attorney-client, client privilege or the attorney work product doctrine; or other legal privilege (d) violate any Law; provided, however, that the Company shall provide Parent with a description of such information not disclosed and use its commercially reasonable efforts to allow implement alternative disclosure arrangements for Parent to evaluate such disclosure information without resulting in a violation of the foregoing clauses (a) through (d) or (ii) subject to the maximum extent Section 5.2, any such information relates to an Acquisition Proposal; and provided further that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that any such access shall be afforded and any such information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunderfurnished solely at Parent’s expense. Any access to the properties of the Acquired Companies shall be subject to their reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Nothing in this Section 5.7 shall be construed to require any properties Acquired Company to (x) prepare any financial statements, projections, reports, analyses, appraisals or facilities opinions that are not readily available or prepared by the Acquired Companies in the ordinary course of business or (y) disclose any personnel records of such Acquired Company relating to individual performance or evaluation records, medical histories or other personal information if such disclosure is prohibited by Law. All requests for access pursuant to this Section 5.7(a) must be directed to the General Counsel of the Company or any Company Subsidiary shall be subject to another person designated in writing by the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company Parent and Parent ▇▇▇▇▇▇ Sub agrees that it will holdnot, and will cause its Representatives and affiliates to holdnot to, any nonpublic information, including use any information exchanged obtained pursuant to this Section 7.1, in confidence 5.7 (or otherwise pursuant to this Agreement) for any competitive or other purpose unrelated to the extent required Transactions contemplated by this Agreement. (c) Parent and in accordance with, the Company hereby acknowledge and will otherwise comply with, agree to continue to be bound by the terms Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its Representatives pursuant to Section 5.7(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement; provided that, notwithstanding anything to the contrary contained in the Confidentiality Agreement, after the execution of this Agreement, Parent shall not require the Company’s prior consent and is expressly permitted to share confidential information to its sources of financing for the Merger (including the Financing Sources) that are subject to confidentiality restrictions.

Access; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or the dateUpon reasonable notice, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted and except as may otherwise be required by applicable Lawlaw, the Company shall, Hercules shall (and shall cause each the Company Subsidiary to (and shall use its reasonable best efforts to cause its Representatives Subsidiaries to)) afford Purchaser's directors, afford to Parent officers, employees, counsel, accountants and Parent’s Representatives (including to the extent requested by Parentother authorized representatives access, its Representatives) reasonable access during normal business hours and upon reasonable advance notice throughout the period prior to the Company’s Closing, to the properties, books, Contracts and records of the Company Subsidiaries’ offices, properties, Contracts, personnel, IT Systems, Technology, and books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, shall (and shall cause each the Company Subsidiary and its Subsidiaries to, ) furnish as promptly as practicable to Parent Purchaser all information (financial or otherwise) concerning its the business, propertiesproperties and personnel of the Company as may reasonably be requested, offices, Contractsprovided that no investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by Sellers, and personnel as Parent may reasonably request (including information for purposes of transition and integration planning provided, further, that the foregoing shall not require Hercules or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to permit any inspection, or to disclose information (i) any information, that in the Company determines reasonable judgment of Hercules would result in good faith is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with an unaffiliated third party entered into prior to the date hereof (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of whichany trade secrets of third parties or violate any of its or the Company's obligations with respect to confidentiality. All requests for information made pursuant to this Section shall be directed to an executive officer of Hercules or such Person as may be designated by its executive officers, in as the reasonable good faith judgment of case may be. Any information regarding the Company upon advice of counsel, would be reasonably likely to violate applicable Law (provided, however, that heretofore or hereafter obtained by Purchaser or its representatives from either Hercules or the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company upon advice of counsel, would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the Company’s reasonable security measures. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent, to the extent permitted by applicable Law, in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, to the extent permitted by applicable Law, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and the Company Subsidiaries for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation of each such agreement. (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, and such information shall be held by Purchaser and its representatives in accordance with the terms of the Confidentiality Agreement. Purchaser agrees to comply, and to ensure that its representatives comply, with all reasonable restrictions imposed upon Purchaser by Hercules or the Company in connection with the access provided pursuant hereto and, in the event this Agreement is terminated, will indemnify and hold harmless the Sellers for Losses and Expenses arising as a direct result of any act or omission by Hercules, the Company or any of the Company's Subsidiaries taken or not taken, as the case may be, at the direction of Purchaser or its representatives. (b) Upon reasonable notice, and except as may otherwise be required by applicable law, Purchaser shall (and shall cause its Subsidiaries to) afford Hercules's directors, officers, employees, counsel, accountants and other authorized representatives access, during normal business hours throughout the period prior to the Closing, to the properties, books, Contracts and records of Purchaser and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Hercules all information concerning the business, properties and personnel of Purchaser as may reasonably be requested, provided that no investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by Purchaser, and provided, further, that the foregoing shall not require Purchaser to permit any inspection, or to disclose any information, that in the reasonable judgment of Purchaser would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality. All requests for information made pursuant to this Section shall be directed to an executive officer of Purchaser or such Person as may be designated by its executive officers, as the case may be. Any information regarding Purchaser heretofore or hereafter obtained by Hercules or its representatives from Purchaser shall be subject to the terms of the Purchaser Confidentiality Agreement, and such information shall be held by Hercules and the Company and their representatives in accordance with the terms of the Purchaser Confidentiality Agreement. Hercules agrees to comply, and to ensure that its representatives comply, with all reasonable restrictions imposed upon Hercules by Purchaser in connection with the access provided pursuant hereto and, in the event this Agreement is terminated, will indemnify and hold harmless the Purchaser for Losses and Expenses arising as a direct result of any act or omission by Purchaser or any of the Purchaser's Subsidiaries taken or not taken, as the case may be, at the direction of Hercules or its representatives.