Common use of Access to Information and Employees Clause in Contracts

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.

Access to Information and Employees. (a) From the date hereof to Between the Effective TimeDate and the Closing Date, EME and the Sellers (x) will, (y) will cause each Acquired Company shall, and shall cause the Representatives of the that is a Controlled Acquired Company to, and (z) will exercise Commercially Reasonable Efforts to cause each Non-Controlled Acquired Company to afford the Purchaser Parties and their respective Representatives of Parent and Merger Sub reasonable access during normal business hours and upon reasonable advance notice to the officersproperties, employeesbooks, agents records and personnel of the Acquired Companies for the purposes of consummating the Contemplated Transactions and transitioning ownership of such Acquired Companies (including outside accountantsdiscussions with the personnel of any Controlled Acquired Company of the terms and conditions of any employment following the Closing Date), propertiesprovided that in no event shall any Seller or any Acquired Company be obligated to provide (a) access or information in violation of Applicable Law, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Timebids, the Company shall provideletters of intent, and shall cause its Subsidiaries and its and their Representatives expressions of interest, proposals, agreements, documents or other communications received from or communicated to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent other parties in connection with the Financing Auction Process or information or analysis relating to be incurred by Parent any of the foregoing. If any Purchaser Parties request any information the disclosure of which would (in order EME's reasonable judgment) jeopardize any privilege or confidentiality available to consummate the transactions contemplated herebyany Seller, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto Acquired Company or any condition of their respective Affiliates relating to such information (including Tax workpapers), the Parties will collaborate in good faith to implement an arrangement for providing the requested information that avoids any exposure, waiver or partial waiver of privilege with respect thereto and any exposure for any Seller or Acquired Company to any claim by a third party in relation to a breach of that third party's rights in relation to such information. Without limitation to the obligations of the parties hereto. (d) The Company acknowledges thatforegoing, prior to the Effective TimeClosing, Parent or its Representatives may make available to the Company or its Representatives certain EME shall procure that all information that has been posted to Intralinks is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies retained there and that all the Purchaser is able to access such confidential material given by or information on behalf of Parent to Intralinks in the Company will not be disclosed, reproduced, disseminated, quoted or referred by same manner as during the Company or any of its Subsidiaries or Representatives to any PersonAuction Process.

Access to Information and Employees. (a) From the date hereof to of this Agreement until the Effective TimeClosing, upon reasonable notice, the Company Seller shall, and shall cause each ▇▇▇▇▇▇ Entity and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the Representatives of the Company Purchaser and its officers, employees and authorized agents and representatives reasonable access to, afford and the Representatives right to inspect, the offices, properties and books and records, contracts and other documents and data of Parent each ▇▇▇▇▇▇ Entity and Merger Sub reasonable access to the employees of each ▇▇▇▇▇▇ Entity, and (ii) furnish to the Purchaser and its officers, employees and authorized agents and representatives such additional financial and operating data and other information regarding the ▇▇▇▇▇▇ Entities (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours hours, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the ▇▇▇▇▇▇ Entities. The access referenced in the immediately preceding sentence shall include access to conduct environmental site assessments of any Owned Real Property and, subject to the rights of any landlord, any real property leased, subleased, used or occupied by any ▇▇▇▇▇▇ Entity; provided, however, that the Purchaser shall not conduct any sampling and analysis of any environmental media or building material without the consent of the Seller, such consent to be withheld at the absolute discretion of the Seller. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Purchaser if, after consultation with its counsel, the Seller determines in good faith that such disclosure would (i) cause significant competitive harm to the ▇▇▇▇▇▇ Entities if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. When accessing any of Seller’s properties, Purchaser and its officers, employees and authorized agents and representatives shall comply with all of Seller’s safety and security requirements for the applicable property. No investigation by the Purchaser or information made available by the Purchaser (whether before or after the date hereof) shall operate as a waiver or otherwise affect any of its rights under this Agreement, including pursuant to Articles VIII, IX and X hereof, or any representation, warranty or agreement of the Seller in this Agreement nor shall any such investigation or information be deemed to amend or supplement the Disclosure Schedule. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller or its Affiliates relating to the ▇▇▇▇▇▇ Entities, Holdco or the JV Entities and for purposes of compliance by the Seller and its Affiliates with securities, environmental, employment and other Laws, until the later of the seventh anniversary of the Closing or the expiration of the relevant period for the statutes of limitations (including any extensions thereof), the Purchaser shall (i) retain the books and records relating to the ▇▇▇▇▇▇ Entities, Holdco and the JV Entities for periods prior to the Closing, and (ii) upon reasonable notice, at the Seller's expense, afford the officers, employees, agents and representatives of the Seller reasonable access (including outside accountantsthe right to make, at the Seller’s expense, copies), propertiesduring normal business hours, offices and other facilities, to such books and records records; provided, that any such access or furnishing of information shall be conducted in such a manner as not to unreasonably interfere with the normal operations of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing▇▇▇▇▇▇ Entities. (c) No investigation pursuant In order to this Section 5.2 shall affect any representation or warranty in this Agreement facilitate the resolution of any party hereto claims made against or incurred by the Purchaser or any condition ▇▇▇▇▇▇ Entity, Holdco or the JV Entities relating to any ▇▇▇▇▇▇ Entity, Holdco or JV Entity and for purposes of compliance with securities, environmental, employment and other Laws, until the later of the seventh anniversary of the Closing or the expiration of the relevant period for the statutes of limitations (including any extensions thereof), the Seller shall (i) retain the books and records relating to the obligations of ▇▇▇▇▇▇ Entities, Holdco and the parties hereto. (d) The Company acknowledges thatJV Entities, relating to periods prior to the Effective Time, Parent or its Representatives may make available Closing which shall not otherwise have been delivered to the Company Purchaser and (ii) upon reasonable notice, at the Purchaser's expense, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, copies), during normal business hours, to such books and records; provided, that any such access or its Representatives certain furnishing of information that is confidential, proprietary or otherwise shall be conducted in such a manner as not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf to unreasonably interfere with the normal operations of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person▇▇▇▇▇▇ Entities.

Access to Information and Employees. (a) From During the date hereof to the Effective TimePre-Closing Period, the Company shall, and shall use its reasonable best efforts to cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and the Lender Parties (and counsel to the Lender Parties) reasonable access during normal business hours hours, on reasonable prior notice, to the officers, employeeskey personnel and outside accountants of the Company, agents (including outside accountants), and the properties, offices and other facilities, books and records of the Company andthat Parent may reasonably request in writing. Without limiting the generality of the foregoing, during the Pre-Closing Period and subject to applicable antitrust Laws, the Company and Parent shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Entity on behalf of the Company, Parent or Merger Sub, as applicable, in connection with the Merger or any of the other transactions contemplated by the Transaction Documents. The foregoing shall not require the parties to permit any inspection, or to disclose any information, that in the reasonable judgment of the respective party could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure, (ii) the waiver of any applicable attorney-client privilege or (iii) the violation of any applicable Law; provided that, the Company and Parent shall cooperate in good faith to design and implement alternative procedures to enable Parent to evaluate any such perioddocuments or information without causing a violation, loss of privilege, breach or default thereunder or giving any third party a right to terminate or accelerate the rights thereunder. (b) During the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to, furnishfurnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably request. (bc) During the period between the date hereof and the Effective TimePre-Closing Period, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable all cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (cd) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (de) The Company parties hereto acknowledges that, prior to the Effective Time, Parent the parties hereto or its their Representatives may make available to the Company other party or its Representatives and the Lender Parties (and counsel to the Lender Parties) certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or summaries, studies and the content of discussions, proposals or negotiations between the parties or their Representatives (collectively, “Confidential Information”) and agrees that all such confidential material Confidential Information given by or on behalf of Parent to the Company parties will not be disclosed, reproduced, disseminated, quoted or referred by the Company other party or any of its Subsidiaries or Representatives to any PersonThird Party without the prior written consent of disclosing party and shall constitute “Confidential Information” under the Confidentiality Agreement.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and their respective financing sources reasonable access during normal business hours hours, upon reasonable advance notice, to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnishfurnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent prepared by the Company in the ordinary course of businessavailable, for the period beginning after the date of this Agreement hereof and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly internally prepared consolidated financial statements of the Company, including statements of financial condition, results of operations, operations and statements of cash flow; provided that nothing in this Section 5.2(a) shall require the Company to take any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure, and all other information concerning (ii) the waiver of any applicable attorney-client privilege (provided that the Company shall use its businesscommercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a waiver of attorney-client privilege), properties and personnel as Parent may reasonably request(iii) the violation of any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference in the operations of the Company. All requests for access pursuant to this Section 5.2(a) or Section 5.12 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (dc) The Company acknowledges that, prior With respect to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain any information that is confidentialdisclosed pursuant to this Section 5.2, proprietary or otherwise not publicly available including analyseseach of the parties hereto shall comply with, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any shall cause each of its Subsidiaries or Representatives to any Personcomply with, all of its obligations under the Confidentiality Agreement.

Access to Information and Employees. During the Contract Period, Seller agrees to (ai) From afford each Purchaser and a reasonable number of its Representatives with reasonable access, during normal business hours and without undue interruption of Seller’s or any of its Affiliates’ normal operations of their respective business, including the date hereof Business, to all of the employees, properties, books, Contracts, data and records relating to the Effective TimeBusiness (provided, that any physical access to the Real Property shall be governed by the provisions set forth in Section 26(a)), (ii) in connection with the transition of the Business, use commercially reasonable efforts to facilitate, if reasonably requested by OpCo Purchaser, periodic meetings between OpCo Purchaser and its Representatives and senior management of the Business (during normal business hours and without undue interruption of Seller’s or any of its Affiliates’ normal operations) to review monthly financial performance, capital expenditures and other operating metrics of the Business and to discuss transition planning for the Business and (iii) instruct the Business Employees to cooperate with Purchasers in its investigation of the Business and to furnish, or cause to be furnished to the Purchasers information related to the Business or the OpCo Acquired Assets reasonably requested by a Purchaser from time to time (without undue interruption of Seller’s or any of its Affiliates’ normal operations of their respective business, including the Business); provided, however, that in no event shall this Section 26(b) require Seller to provide a Purchaser or any of its Representatives with access to any document, communication or information (x) related to the transactions contemplated by this Agreement or the Real Estate Purchase Agreement, the Company sale process with respect to the Business or the Real Property or the possible sale of the Business or the Real Property, (y) that Seller believes in good faith to be covered by any attorney-client work product or similar privilege or the subject of a confidentiality agreement, or (z) the disclosure of which is prohibited by applicable Law; provided, that in the case of the foregoing clauses (y) and (z), Seller shall, and shall cause the Representatives of the Company its Affiliates to, afford use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not cause the Representatives loss or waiver of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Timeprivilege or violate any confidentiality obligations or Law, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably requestapplicable. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.

Access to Information and Employees. (a) From the date hereof to the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Article VII, the Company shall, and shall cause the Representatives of the Company to, subject to reasonable restrictions imposed from time to time upon advice of counsel respecting the provision of privileged communications or any applicable confidentiality agreement (provided that the Company shall use its commercially reasonable efforts to obtain waivers under such agreements to enable the provision of reasonable access without violating such agreement), afford the Representatives of Parent and Merger Sub reasonable access during normal business hours and upon reasonable notice to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnishfurnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent prepared by the Company in the ordinary course of businessavailable, for the period beginning after the date of this Agreement and ending at upon the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Article VII, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly internally prepared consolidated financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, which statements shall not be required to be audited or reviewed by the Company’s auditors, and (iii) all other information concerning its business, properties and personnel as Parent may reasonably request, but excluding, for the avoidance of doubt and subject to Section 5.6, such information as relates directly or indirectly to any Alternative Proposal or any discussions or negotiations that the Company or any of its Representatives is having with respect to any Alternative Proposal or any other proposals that could lead to an Alternative Proposal. Any investigation conducted pursuant to the access contemplated by this Section 5.2 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries, or create an unreasonable risk of material damage or destruction to any material property or assets of the Company or any of its Subsidiaries. All requests for data and access under this Agreement shall be made only to and through the Chief Financial Officer or General Counsel of the Company. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable all cooperation that may be reasonably requested by Parent in connection with the Financing or any debt financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financingfinancing transactions. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) The Company acknowledges that, prior terms and conditions of the Confidentiality Agreement shall apply to the Effective Time, any information obtained by Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives in connection with any investigation conducted pursuant to any Personthe access contemplated by this Section 5.2.

Access to Information and Employees. (a) From the date hereof Upon reasonable notice, subject to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices applicable antitrust and other facilities, books and records of the Company and, during such periodLaws, the Company shall, and shall cause each of its the Acquired Subsidiaries to, furnishafford to Parent and the officers, directors, employees, accountants, counsel, financial advisors and other representatives of Parent (the “Representatives”), reasonable access during normal business hours during the period from the date hereof to the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10.1, to the Acquired Companies’ existing books and records; provided, however, that any such access shall be conducted at Parent’s expense, at reasonable times, under the supervision of appropriate personnel of the Company and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and to not interfere with the normal operation of the business of the Acquired Companies. Notwithstanding the foregoing provisions of this Section 6.1 or any other provision of this Agreement, none of the Acquired Companies shall be required to provide to Parent documents that are subject to a confidentiality agreement that has not been duly waived and that relates to a party other than the Acquired Companies, and provided that all documents or other information subject to attorney-client privilege and work-product doctrine shall be provided only under a joint defense privilege, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operationsapplicable, and statements of cash flowParent and the Acquired Companies shall enter into such documentation as may reasonably be required to evidence such joint privilege. Parent agrees that it will not, and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall it will cause its Subsidiaries and its and their Representatives to providenot, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation use any information obtained pursuant to this Section 5.2 shall affect 6.1 for any representation or warranty in this Agreement of any party hereto or any condition purpose unrelated to the obligations consummation of the parties hereto. Transactions. The Non-Disclosure Agreement, dated as of July 27, 2017 (d) The Company acknowledges thatthe “Confidentiality Agreement”), prior by the Parent and Navitas Credit Corp., shall apply with respect to information furnished by the Acquired Companies and their representatives thereunder or hereunder and any other activities contemplated thereby or hereby, until the Effective Time and thereafter to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Personextent provided therein.

Access to Information and Employees. (a) From After the date hereof Closing, the Group shall afford to Eagle S-Corp Shareholders Representative and SBN Eagle and its counsel and accountants reasonable access to the Effective Timebooks, records, files, personnel and documents related to the Company shall, and shall cause business conducted by the Representatives Group prior to the Closing Date in the possession of the Company to, afford Group or under the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records control of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, Group as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent Eagle S-Corp Shareholders Representative and SBN Eagle in order to permit Sellers (at their cost and expense) to prepare and file federal, state and local tax returns and to prepare for and participate in any investigation with respect thereto, to prepare for, participate in, assert or defend any other investigation or litigation relating to or involving Sellers, and to discharge Sellers’ obligations or to contest and defend any claims made under this Agreement and any other agreements contemplated hereby. After the Closing, Eagle S-Corp Shareholders Representative and SBN Eagle shall have the right, at its cost and expense, to copy such books, records, files and documents related to the Group as may be reasonably useful to Sellers in connection with any of the Financing matters described in the preceding provisions of this Section 11.4; however, Sellers shall maintain the confidentiality of such books, records, files and documents and shall use such books, records, files and documents solely for the purposes contemplated in this Section 11.4. If the originals of any such books, records, files and documents related to be incurred by Parent the Group are required in order connection with any proceeding, litigation or similar matter, Sellers shall have the right to consummate the transactions contemplated hereby, including but not limited to using use such originals; provided that Sellers shall use their respective commercially reasonable best efforts to cause its advisors to provide financial statements have such originals released from any such proceeding, litigation or other matter and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition returned to the obligations of Group as soon as reasonably possible under the parties hereto. (d) circumstances. The Company acknowledges thatGroup shall use its commercially reasonable best efforts to maintain the material books, prior records, files and documents related to the Effective TimeGroup in original form with respect to legal documents and photographic, Parent micrographic or its Representatives may make available other storage form with respect to other books, records, files and documents (to the Company or its Representatives certain information that is confidential, proprietary or otherwise extent consistent with requirements of law applicable to Sellers and the Group) for not publicly available including analyses, forecasts, plans, summaries and/or studies less than six years from the Closing Date and that all such confidential material given by or on behalf of Parent in any case the Group shall not intentionally destroy the same without providing to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives Eagle S-Corp Shareholders Representative and SBN Eagle a reasonable opportunity to any Persontake possession thereof.

Access to Information and Employees. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, shall (and shall cause the Representatives of the Company its Subsidiaries to, ) afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices counsel and other facilitiesRepresentatives of Parent, books and records of the Company andreasonable access at normal business hours, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at prior to the Effective Time, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements to all of the Company’s and its Subsidiaries’ properties, including statements of financial conditionbooks, results of operations, commitments and statements of cash flow, records. The Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information concerning the Company’s and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, make available to Parent the appropriate individuals (including the Company’s and to any of its Subsidiaries’ officers, employees, agents, attorneys, accountants and other professionals) for discussion of the Representatives business, properties and personnel of Parent, reasonable cooperation that the Company and the Subsidiaries of the Company as Parent may be reasonably requested by request. Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation shall keep all information obtained pursuant to this Section 5.2 shall affect any representation confidential in accordance with the terms of the Confidentiality Agreement between U.S. Parent and the Company. Notwithstanding the foregoing, none of Parent, U.S. Parent or warranty in this Agreement of any party hereto Merger Sub or any condition to the obligations of their respective Representatives shall (i) contact or have any discussions with any of the parties hereto. employees, agents or Representatives of the Company or any Subsidiary, unless in each case Parent obtains the prior consent of the Company, which shall not be unreasonably withheld; (dii) The Company acknowledges that, prior to the Effective Time, Parent contact or its Representatives may make available have any discussions with respect to the Company or its Representatives certain information that is confidentialSubsidiaries with any of the landlords/sublandlords, proprietary customers, suppliers or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf licensees of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or its Subsidiaries, unless in each case Parent obtains the prior consent of the Company, which shall not be unreasonably withheld; or (iii) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent. Parent shall schedule and coordinate all inspections with the Company and shall give the Company written notice thereof a reasonable amount of time in advance of any such inspections, setting forth the inspection or materials that Parent or its Subsidiaries or Representatives intend to conduct. The Company shall be entitled to have Representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any Subsidiary of the Company shall be required to provide access to any Personinformation, property or personnel if (i) the Company believes in good faith that such access is subject to any confidentiality obligations or would be reasonably likely to jeopardize the Company’s attorney-client, work product or similar legal privilege or restrictions on the disclosure of government-classified information; or (ii) any Applicable Law (including U.S. and international antitrust or competition laws) requires the Company to restrict or prohibit access to any such information, properties or personnel.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnishfurnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Parent (i) a full and accurate copy of each report, schedule, form, statement and other document proposed to be filed or submitted by the Company pursuant to the requirements of domestic or foreign, federal or state, securities Laws not less than two (2) Business Days prior to such filing and a copy of any communication (including "comment letters") received by the Company from the SEC concerning compliance with the Exchange Act or from FINRA concerning the Company's compliance with the listing rules of Nasdaq, or any other securities' regulatory entity, and (ii) to the extent prepared by the Company in the ordinary course of businessavailable, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within forty five (45) days thereafter, a copy of the monthly internally prepared consolidated financial statements of the Company, including statements of financial condition, results of operations, operations and statements of cash flow. Nothing in this Section 5.2(a) will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would: (A) violate any of its or its Affiliates' respective obligations with respect to confidentiality; (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and all other work product doctrine; provided that the Company shall (i) (if permitted by Law) provide notice to Parent that such information concerning its businessis being withheld pursuant to such law or privilege if such notice can, properties in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and personnel as Parent may reasonably request(ii) use commercially reasonable efforts to disclose such documents and information in a manner that would not result in such loss or violation. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (dc) The Company acknowledges that, prior With respect to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain any information that is confidentialdisclosed pursuant to this Section 5.2, proprietary or otherwise not publicly available including analyseseach of the parties hereto shall comply with, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any shall cause each of its Subsidiaries or Representatives to any Personcomply with, all of its obligations under the Confidentiality Agreement and the parties agree that the provisions of the Confidentiality Agreement shall (i) apply to information disclosed pursuant to this Section 5.2; and (ii) survive termination of this Agreement in accordance with the terms of the Confidentiality Agreement.

Access to Information and Employees. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, shall (and shall cause the Representatives of the Company its Subsidiaries to, ) afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices counsel and other facilitiesRepresentatives of Parent, books and records of the Company andreasonable access at normal business hours, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at prior to the Effective Time, as soon as practicable after the end to all of each monththeir properties, a copy of the monthly internally prepared financial statements of the Companybooks, including statements of financial conditionCompany Material Contracts, results of operations, commitments and statements of cash flow, records. The Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information concerning its their business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, make available to Parent the appropriate individuals (including attorneys, accountants and to other professionals) for discussion of the Representatives business, properties and personnel of Parent, reasonable cooperation that the Company and the Subsidiaries of the Company as Parent may be reasonably requested by request. Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation shall keep all information obtained pursuant to this Section 5.2 6.2 confidential in accordance with the terms of the Confidentiality Agreement between Parent and the Company. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall affect (i) contact or have any representation discussions with any of the employees, agents or warranty in this Agreement representatives of any party hereto the Company or any condition to Subsidiary, unless in each case Parent obtains the obligations prior written consent of the parties hereto. Company, which shall not be unreasonably withheld, conditioned or delayed; (dii) The contact or have any discussions with any of the landlords/sublandlords, customers, suppliers or licensees or franchisees of the Company acknowledges thator its Subsidiaries, unless in each case Parent obtains the prior to written consent of the Effective TimeCompany, which shall not be unreasonably withheld; or (iii) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent, which shall not be unreasonably withheld. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three Business Days’ prior written notice thereof, setting forth the inspection or materials that Parent or its Representatives may make available intend to conduct. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf nor any Subsidiary of Parent to the Company will not shall be disclosedrequired to provide access to any information, reproduced, disseminated, quoted property or referred by personnel if (X) the Company or any of its Subsidiaries or Representatives believes in good faith that such access is subject to any Personconfidentiality obligations or would be reasonably likely to jeopardize the Company’s attorney-client, work product or similar legal privilege; (Y) any applicable Law (including U.S. and international antitrust or competition laws) requires the Company to restrict or prohibit access to any such information, properties or personnel; or (Z) such access would materially and unreasonably disrupt the businesses and operations of the Company.

Access to Information and Employees. (a) From the date hereof to until the Effective TimeClosing, Shareholders, and after the Company Restructuring the Seller, shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Company toto cooperate with Buyer in its investigation of the Company; provided, afford the Representatives of Parent and Merger Sub reasonable access however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the officersCompany, employees, agents (including outside accountants), properties, offices and other facilities, books and records under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other individuals as the Company andmay designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, during none of the Company, Seller, or any Shareholder shall be required to disclose any information to Buyer if such perioddisclosure would, in the Company’s sole discretion: (x) cause significant competitive harm to any Shareholder, Seller, the Company shall, and shall cause each of or its Subsidiaries to, furnishbusiness if the transactions contemplated by this Agreement are not consummated, to the extent prepared permitted by Law; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of the Company, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers or Employees of, the Company and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. For the avoidance of doubt, nothing herein shall restrict the Company from contacting and dealing with its suppliers and clients in the ordinary course of business. Buyer shall, for and shall cause its Representatives to, abide by the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, a copy terms of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other Confidentiality Agreement with respect to any access or information concerning its business, properties and personnel as Parent may reasonably requestprovided pursuant to this Section 6.02. (b) During the period between From the date hereof until the Closing, upon the reasonable request of Buyer, Shareholders, and after the Effective TimeRestructuring the Seller, the Company shall provideshall, and shall cause its Subsidiaries and its and their Representatives to providethe Company to, to Parent and provide Buyer with reasonable access to the Representatives Company’s executives and other key employees identified by Buyer for purposes of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing seeking to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financingnegotiate retention agreements. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and the Lender Parties (and counsel to the Lender Parties) reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnishfurnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent prepared by the Company in the ordinary course of businessavailable, for the period beginning after the date of this Agreement hereof and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly internally prepared consolidated financial statements of the Company, including statements of financial condition, results of operations, operations and statements of cash flow; provided that nothing in this Section 5.2(a) shall require the Company to take any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure, and all other information concerning its business(ii) the waiver of any applicable attorney-client privilege, properties and personnel as Parent may reasonably request(iii) the violation of any applicable Law or (iv) an unreasonable interference in the operations of the Company. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (dc) The Company acknowledges that, prior With respect to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain any information that is confidentialdisclosed pursuant to this Section 5.2, proprietary or otherwise not publicly available including analyseseach of the parties hereto shall comply with, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any shall cause each of its Subsidiaries or Representatives to any Personcomply with, all of its obligations under the Confidentiality Agreement.

Access to Information and Employees. (a) From the date hereof to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior notice, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnishfurnish or otherwise make available (including via E▇▇▇▇, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent prepared by the Company in the ordinary course of businessavailable, for the period beginning after the date of this Agreement and ending at the Effective TimeTime or the earlier termination of this Agreement, as soon as practicable after the end of each month, and in any event within thirty days thereafter, a copy of the monthly internally prepared consolidated financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any unreasonably interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the Company or its Subsidiaries or violate any Law or binding agreement entered into prior to the date of this Agreement. (b) During the period between the date hereof and the Effective TimeTime or the earlier termination of this Agreement, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable all cooperation that may be reasonably requested by Parent in connection with Parent’s financing of the Financing Merger Consideration, Option Consideration and Warrant Consideration payable pursuant to be incurred by Parent in order to consummate the transactions contemplated herebythis Agreement, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financingfinancing transactions. (c) No investigation pursuant to this Section 5.2 6.1 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.

Access to Information and Employees. (a) From After the date hereof Closing, B▇▇▇▇▇▇ shall afford to B▇▇▇▇▇▇ Shareholders Representative and its counsel and accountants reasonable access to the Effective Timebooks, the Company shallrecords, files, personnel and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours documents related to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, business conducted by B▇▇▇▇▇▇ prior to the extent prepared by the Company Closing Date in the ordinary course possession of business, for B▇▇▇▇▇▇ or under the period beginning after the date control of this Agreement and ending at the Effective Time, B▇▇▇▇▇▇ as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent B▇▇▇▇▇▇ Shareholders Representative in order to permit B▇▇▇▇▇▇ Shareholders (at their cost and expense) to prepare and file federal, state and local Tax returns and to prepare for and participate in any Proceeding with respect thereto, to prepare for, participate in, assert or defend any other Proceeding relating to or involving B▇▇▇▇▇▇ Shareholders, and to discharge the obligations of B▇▇▇▇▇▇ Shareholders or to contest and defend any claims made under this Agreement and any other agreements contemplated hereby. After the Closing, B▇▇▇▇▇▇ Shareholders Representative shall have the right, at its cost and expense, to copy such books, records, files and documents related to B▇▇▇▇▇▇ as may be reasonably useful to B▇▇▇▇▇▇ Shareholders in connection with any of the Financing matters described in the preceding provisions of this Section 10.4; however, B▇▇▇▇▇▇ Shareholders shall maintain the confidentiality of such books, records, files and documents and shall use such books, records, files and documents solely for the purposes contemplated in this Section 10.4. If the originals of any such books, records, files and documents related to be incurred by Parent B▇▇▇▇▇▇ are required in order connection with any Proceeding or similar matter, B▇▇▇▇▇▇ Shareholders shall have the right to consummate the transactions contemplated hereby, including but not limited to using use such originals; provided that B▇▇▇▇▇▇ Shareholders shall use their respective commercially reasonable efforts to cause have such originals released from any such Proceeding or other matter and returned to B▇▇▇▇▇▇ as soon as reasonably possible under the circumstances. B▇▇▇▇▇▇ shall use its advisors commercially reasonable efforts to provide financial statements maintain the material books, records, files and comfort letters that may be reasonably requested documents related to B▇▇▇▇▇▇ in original form with respect to legal documents and are otherwise customary for such Financing. photographic, micrographic or other storage form with respect to other books, records, files and documents (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations extent consistent with requirements of Laws applicable to B▇▇▇▇▇▇ Shareholders and B▇▇▇▇▇▇) for not less than six years from the parties heretoClosing Date and in any case B▇▇▇▇▇▇ shall not intentionally destroy the same without providing to B▇▇▇▇▇▇ Shareholders Representative a reasonable opportunity to take possession thereof. (d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.

Access to Information and Employees. (a) From Until the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date Closing Date or earlier termination of this Agreement and ending at the Effective TimeAgreement, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provideSeller shall, and shall cause its Subsidiaries to, (1) afford to Purchaser and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, access (including but not limited to using commercially reasonable efforts to cause give access to third parties possessing Information) during normal business hours and upon reasonable advance notice to all records books, contracts, instruments, computer data, processes and procedures, and other data and information, other than any commercially and competitively sensitive information, which includes without limitation, information on prices and pricing, customer lists, customer contracts, detailed sales and turnover figures, detailed cost figures (collectively, “Information”) within Seller’s, or its advisors Subsidiaries’, possession, insofar as such Information relates to provide financial statements the Business and comfort letters that may be is reasonably requested by Purchaser or any Target Entity; and (2) allow access during normal business hours, upon reasonable advance notice and with the prior written consent of Seller, to any employees of Seller or its Affiliates who currently provide, perform or manage any services, processes or procedures with respect to the Business that will not be transferred under this Agreement and that will not be included in the services provided under the Transition Services Agreement, solely for the purpose of receiving any instruction or assistance reasonably necessary for the effective continuation of such services, processes and procedures by Purchaser from and after the Closing Date; provided that all such access in clauses (1) and (2) shall be subject to applicable antitrust and merger control rules (including any restriction on the exchange of commercially and competitively sensitive information). If this Agreement is terminated for any reason whatsoever, Purchaser will return to Seller or the applicable Target Entity or Subsidiary all tangible embodiments (and all copies) of the Information that are otherwise customary for such Financingin its possession. (cb) No investigation The Information or other information provided pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition 4.9 will be subject to the obligations terms of the parties heretoconfidentiality agreement, dated as of June 1, 2011, by and between Albany International Corp. and ASSA ABLOY Entrance Systems AB (as may be amended from time to time, the “Confidentiality Agreement”). Seller and Purchaser hereby agree that upon the Closing, the Confidentiality Agreement shall be terminated. (d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company Subsidiaries to, afford the Representatives of Parent and Merger Sub (including the Sponsor and its Representatives) reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of records, Contracts, commitments, work papers and other documents and information relating to the Company and the Company Subsidiaries and, during such period, the Company shall, and shall cause each of its the Company Subsidiaries to, furnishfurnish or otherwise make available (including via ▇▇▇▇▇, to if applicable) such information concerning the extent prepared by business, properties, personnel, Contracts, assets and liabilities of the Company in the ordinary course of businessand Company Subsidiaries as Parent may reasonably request, including, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each calendar month, a copy of the monthly internally prepared consolidated financial statements of the Company, including statements of financial condition, results of operations, operation and statements of cash flow, in a form substantially similar to that set forth on Section 6.2(a) of the Company Disclosure Letter; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (i) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege); (ii) violate any confidentiality obligations of the Company or any Company Subsidiary to any third person (provided that the Company shall use its reasonable best efforts to (A) allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege and/or (B) obtain the consent of such third party to such access) or (iii) breach, contravene or violate any applicable Law (including any Antitrust Law). During any visit to the business or property sites of the Company or any of the Company Subsidiaries, each of Parent and Merger Sub shall, and shall cause their respective Representatives accessing such properties to, comply with all applicable Laws and all other information concerning its business, properties of the Company’s and personnel as Parent may reasonably requestthe Company Subsidiaries’ safety and security procedures. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation pursuant to this Section 5.2 6.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (dc) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or summaries, studies and the content of discussions, proposals or negotiations between the Company or its Representatives and Parent or its Representatives pursuant to Section 6.4(d) (collectively, “Parent Confidential Information”) and agrees that all such confidential material Parent Confidential Information given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred to by the Company or any of its Subsidiaries or Representatives to any PersonThird Party without the prior written consent of Parent.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnishfurnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent prepared by the Company in the ordinary course of businessavailable, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty days thereafter, a copy of the monthly internally prepared consolidated financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable all cooperation that may be reasonably requested by Parent in connection with Parent's financing of the Financing consideration payable pursuant to be incurred by Parent in order to consummate the transactions contemplated herebySections 1.4(a) and 1.7(a), including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financingfinancing transactions. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.

Access to Information and Employees. (a) From the date hereof to the Effective TimeClosing Date, the Company shall, and shall cause the Representatives Subsidiaries to, permit Buyer and its representatives to have reasonable access, during regular business hours, upon reasonable advance notice (and without causing undue disruption to the business of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountantsor such Subsidiary), properties, offices and other facilities, to all books and records of the Company andand each Subsidiary and to the officers and independent accountants (if retained by the Company) and other representatives, during such period, agents and advisors of the Company shalland each Subsidiary, and shall furnish or cause to be furnished, to Buyer and its representatives any financial and operating data and other information that is available with respect to the business and properties of Company and each Subsidiary as Buyer shall from time to time reasonably request. The Company shall cause the managerial and supervisory employees, independent accountants (if retained by the Company) and other representatives, agents or advisors of the Company and of each of the Subsidiaries to be available upon reasonable notice to answer questions of Buyer and its representatives concerning the business and affairs of the Company and the Subsidiaries. The Company shall permit and shall cause each of Subsidiary to permit Buyer and its Subsidiaries to, furnish, representatives access to the extent prepared by Company's and each Subsidiary's facilities for purposes of inspection at all reasonable times, provided that such presence does not cause undue disruption to the business of the Company in or such Subsidiary. Any meetings, interviews or other communications with the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, Company's customers shall occur only with a copy representative of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably requestCompany present. Company shall also permit Buyer access to Company employees to enable Buyer to interview and/or offer employment to such employees. (b) During Buyer shall not disclose and shall keep confidential all confidential information (if any) concerning the period between business and financial condition of the date hereof and the Effective TimeCompany. (c) If this Agreement is terminated, the Company Buyer shall providemaintain, and shall cause its officers, employees, attorneys, accountants and other representatives to maintain, the confidentiality of such information for two (2) years from the date of such termination and shall not use such information for any purpose; PROVIDED, HOWEVER, that nothing herein shall prevent the disclosure or use of any information that (1) is required to be disclosed pursuant to any requirement of law; (2) was already in Buyer's or Company's possession (as the case may be) from sources other than the Company, its Subsidiaries and or any of their officers, attorneys or representatives prior to its and their Representatives to provide, to Parent and disclosure by the Company or its Subsidiaries; (3) was generally known to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. public; (c4) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition became known to the obligations public through no fault of non-disclosing party; or (5) was disclosed to the parties heretoparty receiving the information by a third party not bound by an obligation of confidentiality. (d) The In addition to, and not in limitation of Section 5.2(a), the Company acknowledges thatshall provide Buyer with copies of financial statements and all proxy statements, reports and other documents issued to its shareholders and monthly financial statements distributed to its Board of Directors after the date hereof and on or prior to the Effective TimeClosing Date, Parent or its Representatives may make available to including, without limitation, the Company or its Representatives certain Company's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Annual Reports on Form 10-K promptly upon availability. (e) The availability and actual delivery of information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by about the Company or any of its Subsidiaries (other than as specifically required herein and delivered in accordance with Section 9.7) shall not, except as provided in Section 9.7 affect the representations, warranties or Representatives covenants set forth in this Agreement; PROVIDED, that in the event the Company discloses in writing after the date hereof, whether pursuant to Sections 5.6 or 5.7, or otherwise, information which demonstrates that any representation or warranty made by the Company herein was not true and correct in all material respects when made, deemed made or to be deemed made in the future, and such written disclosure specifies to Buyer such effect on the Company's representations and warranties herein, Buyer shall have the right to terminate this Agreement in accordance with Section 8.2(d) and 8.3 for a period of ten (10) Business Days following the receipt of such disclosures from the Company. The failure to so terminate this Agreement within such ten (10) Business Day period shall constitute a waiver by Buyer of any breach by the Company of this Agreement as a result of the untruth or inaccuracy of the information so disclosed, but any termination by Buyer as a result of such disclosure shall not prejudice Buyer's right to any Personother remedies to which it may be entitled hereunder as a result of the matters so disclosed, including, without limitation, Buyer's right to receive payment pursuant to this Agreement. (f) The Company shall cooperate with Buyer and Buyer shall cooperate with the Company in the development and distribution of all news releases and other public information disclosures with respect to the Acquisition and this Agreement, and neither the Company nor Buyer shall make any such disclosures without the consent of the other party (which shall not be unreasonably withheld); PROVIDED that nothing contained herein shall prevent the Company or Buyer from disclosing or making a public filing of any information which its respective counsel advises is required by law; and PROVIDED, FURTHER that, in the event such disclosure or filing is required by either party, such party shall give such prior notice thereof to the other party hereto as is practical under the circumstances. (g) The Company shall not disclose and shall keep confidential all confidential information (if any) furnished by Buyer, including, without limitations, any information specifically designated in writing by Buyer as confidential, subject to the exceptions and the time limitations as set forth in the proviso in Section 5.2(c).

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnishfurnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other -30- document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent prepared by the Company in the ordinary course of businessavailable, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the internal monthly internally prepared consolidated financial statements of the Company, including statements of financial condition, results of operationsCompany that are prepared consistent with past practice, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable all cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated herebyDebt Financing, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financingfinancing transactions. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.