Common use of Access to Information and Facilities Clause in Contracts

Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as Buyer and Sellers shall have mutually agreed, Sellers shall, and shall cause the Company to, give Buyer and Buyer's representatives unrestricted access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of the Company and shall make the officers and employees of the Company available to Buyer and its representatives as Buyer and its representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. Buyer and its representatives will be furnished with any and all information concerning the Company which Buyer or its representatives reasonably request. (b) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, and will instruct its and its Affiliates' agents and financing sources not to disclose Company Confidential Information to any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without the prior consent of the Company, unless compelled to disclose any such Company Confidential Information by judicial or administrative process or, in the opinion of Buyer's counsel, by other requirements of law. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers will not, will cause their Affiliates to not, and will instruct their and their Affiliates' agents and financing sources to not disclose any Buyer Confidential Information to any Person other than Sellers' or the Company's employees, agents and financing sources without the prior consent of Buyer, unless compelled to disclose any such Buyer Confidential Information by judicial or administrative process or, in the opinion of Sellers' counsel, by other requirements of law.

Access to Information and Facilities. (a) From and after the date of this Agreement until the earlier of the Closing Date or such earlier time as Buyer and Sellers shall have mutually agreedthe date this Agreement is terminated, Sellers subject to the Confidentiality Agreement, the Company shall, and shall cause the Company Subsidiaries to, give Buyer Parent and Buyer's representatives unrestricted Merger Sub and Parent’s and Merger Sub’s representatives, upon reasonable notice, reasonable access during normal business hours to all of the offices, facilities, properties, books, Contracts, commitments books and records of the Company and the Subsidiaries, and shall make the officers and employees of the Company and the Subsidiaries available to Buyer Parent and its Merger Sub and their representatives as Buyer Parent, Merger Sub and its their representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or a Subsidiary (including ISG) to take any actions that would unreasonably disrupt the normal course of their businesses or violate any applicable Law; provided, however, that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws (including the HSR Act). Other than as expressly prohibited in the preceding sentence, prior to the Closing or termination of this Agreement, Parent is authorized to contact any officer, director, employee, lender or, with the prior written consent of the Company Confidential Information shall (which consent will not be provided not later than ten Business Days unreasonably withheld, delayed or conditioned), franchisee, customer, supplier, distributor or other material business relation of the Company or the Subsidiaries prior to the Closing. Buyer and its representatives will be furnished with any and all information concerning the Company which Buyer or its representatives reasonably request. (b) Except as may be reasonably necessary to carry out this Agreement Parent, Merger Sub and the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, their representatives shall treat and will instruct its and its Affiliates' agents and financing sources not to disclose Company hold strictly confidential any Confidential Information to any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without (as defined in the prior consent Confidentiality Agreement) in accordance with the terms of the Company, unless compelled to disclose any such Company Confidential Information by judicial or administrative process or, in the opinion of Buyer's counsel, by other requirements of lawConfidentiality Agreement. (c) Except as From the date hereof until the Closing Date, the Company shall (a) provide to Parent copies of any management reports that have been historically prepared by the Company and any Subsidiary and delivered to the Principal Stockholders or the 62 Company and (b) timely prepare, and promptly deliver to Parent (but in any event no later than 30 days following the end of such month), monthly financial statements, to be in scope and detail consistent with the monthly financial statements that have been historically prepared by the Company and any Subsidiary and delivered to its board of directors or management, which monthly financial statements shall include financial information with respect to ISG; provided, however, that the Company may be reasonably necessary exclude or redact from any such reports or statements any information specifically related to carry out this Agreement and Agreement, the transactions contemplated hereby, Sellers will not, will cause their Affiliates to not, and will instruct their and their Affiliates' agents and financing sources to not disclose any Buyer Confidential Information to any Person other than Sellers' hereby or the Company's employees’s rights hereunder. (d) The Company shall use commercially reasonable efforts to provide to Parent, agents by a date that is no later than 90 days following the end of the Company’s 2012 fiscal year, a 2012 GAAP audited consolidated balance sheet and financing sources without related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal year for the prior consent of BuyerCompany and its Subsidiaries, unless compelled to disclose any such Buyer Confidential Information accompanied by judicial or administrative process or, in the opinion of Sellers' counselPricewaterhouseCoopers LLP; provided, that (i) if such consolidated balance sheet, related statements and opinion are not delivered by other requirements the date that is 90 days following the end of lawthe Company’s 2012 fiscal year, the Company shall continue to use commercially reasonable efforts to provide such financials as soon as possible thereafter and deliver them to the Parent promptly when they become available, and (ii) if Parent or its Affiliates consummate the full amount of their desired Debt Financing prior to such date, the Company shall have no further obligation under this Section 5.1(d).

Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as the Buyer and Sellers the Seller shall have mutually agreed, Sellers the Seller shall, and shall cause the Company to, to give the Buyer and the Buyer's representatives unrestricted access during normal business hours to all of the facilities, properties, books, Contractscontracts, commitments and records of the Company Company, and the Seller shall make the officers and employees of the Company available to the Buyer and its representatives as the Buyer and its representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. The Buyer and its representatives will be furnished with any and all information concerning the Company which the Buyer or its representatives reasonably request. (b) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, the Buyer will not, will cause its Affiliates not to, and will instruct its and its Affiliates' agents and financing sources not to disclose the Company Confidential Information to any Person other than the Buyer's employees, agents and financing sources on a "need to know" basis without the prior consent of the Company, unless compelled to disclose any such the Company Confidential Information by judicial or administrative process or, in the opinion of the Buyer's counsel, by other requirements of lawLaw. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers the Seller will not, will cause their Affiliates to notnot to, and will instruct their their, and their Affiliates' agents and financing sources to not disclose any the Buyer Confidential Information to any Person other than Sellers' Seller or the Company's employees, agents and financing sources without the prior consent of the Buyer, unless compelled to disclose any such the Buyer Confidential Information information by judicial or administrative process or, in the opinion of Sellers' the Seller's counsel, by other requirements of lawLaw.

Access to Information and Facilities. (a) From and after the date of this Agreement (or such earlier time as Buyer and Sellers Seller shall have mutually agreed), Sellers shall, and Seller shall cause the Company to, give Buyer and Buyer's representatives unrestricted access representatives, upon reasonable notice and without disruption to the Business, reasonable access, in the presence of a designated agent of Seller and during normal business hours hours, to all of the facilities, properties, books, Contracts, commitments and records of Seller related to the Company Business or the Assets and shall make the officers and employees of the Company Seller available to Buyer and its representatives as Buyer and its representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. Buyer and its representatives will be furnished with furnish any and all information concerning the Company Business and the Assets which Buyer or its representatives reasonably request. A designated agent of Seller shall have the right to be present at all discussions Buyer or its representatives may have with officers or employees of Seller. (b) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, and will instruct its Affiliates, employees, and its Affiliates' agents and financing sources not to to, disclose Company Business Confidential Information to any Person other than Buyer's employees, employees and agents and financing sources on a "need to know" basis without the prior consent of the CompanySeller, unless compelled to disclose any such Company Business Confidential Information by judicial or administrative process or, in the opinion of Buyer's counsel, by other requirements of lawLaw. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers Seller will not, will cause their Affiliates to not, and will instruct their its Affiliates, employees, and their Affiliates' agents and financing sources to not to, disclose any Buyer Confidential Information to any Person other than Sellers' or the CompanySeller's employees, employees and agents and financing sources on a "need to know" basis without the prior consent of Buyer, unless compelled to disclose any such Buyer Confidential Information by judicial or administrative process or, in the opinion of Sellers' Seller's counsel, by other requirements of lawLaw.

Access to Information and Facilities. (a) From and after the date of this Agreement until the earlier of the Closing Date or such earlier time as Buyer and Sellers shall have mutually agreedthe date this Agreement is terminated, Sellers subject to the Confidentiality Agreement, the Company shall, and shall cause the Company Subsidiaries to, give Buyer Parent and Buyer's representatives unrestricted Merger Sub and Parent’s and Merger Sub’s representatives, upon reasonable notice, reasonable access during normal business hours to all of the offices, facilities, properties, books, Contracts, commitments books and records of the Company and the Subsidiaries, and shall make the officers and employees of the Company and the Subsidiaries available to Buyer Parent and its Merger Sub and their representatives as Buyer Parent, Merger Sub and its their representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or a Subsidiary (including ISG) to take any actions that would unreasonably disrupt the normal course of their businesses or violate any applicable Law; provided, however, that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws (including the HSR Act). Other than as expressly prohibited in the preceding sentence, prior to the Closing or termination of this Agreement, Parent is authorized to contact any officer, director, employee, lender or, with the prior written consent of the Company Confidential Information shall (which consent will not be provided not later than ten Business Days unreasonably withheld, delayed or conditioned), franchisee, customer, supplier, distributor or other material business relation of the Company or the Subsidiaries prior to the Closing. Buyer and its representatives will be furnished with any and all information concerning the Company which Buyer or its representatives reasonably request. (b) Except as may be reasonably necessary to carry out this Agreement Parent, Merger Sub and the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, their representatives shall treat and will instruct its and its Affiliates' agents and financing sources not to disclose Company hold strictly confidential any Confidential Information to any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without (as defined in the prior consent Confidentiality Agreement) in accordance with the terms of the Company, unless compelled to disclose any such Company Confidential Information by judicial or administrative process or, in the opinion of Buyer's counsel, by other requirements of lawConfidentiality Agreement. (c) Except as From the date hereof until the Closing Date, the Company shall (a) provide to Parent copies of any management reports that have been historically prepared by the Company and any Subsidiary and delivered to the Principal Stockholders or the Company and (b) timely prepare, and promptly deliver to Parent (but in any event no later than 30 days following the end of such month), monthly financial statements, to be in scope and detail consistent with the monthly financial statements that have been historically prepared by the Company and any Subsidiary and delivered to its board of directors or management, which monthly financial statements shall include financial information with respect to ISG; provided, however, that the Company may be reasonably necessary exclude or redact from any such reports or statements any information specifically related to carry out this Agreement and Agreement, the transactions contemplated hereby, Sellers will not, will cause their Affiliates to not, and will instruct their and their Affiliates' agents and financing sources to not disclose any Buyer Confidential Information to any Person other than Sellers' hereby or the Company's employees’s rights hereunder. (d) The Company shall use commercially reasonable efforts to provide to Parent, agents by a date that is no later than 90 days following the end of the Company’s 2012 fiscal year, a 2012 GAAP audited consolidated balance sheet and financing sources without related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal year for the prior consent of BuyerCompany and its Subsidiaries, unless compelled to disclose any such Buyer Confidential Information accompanied by judicial or administrative process or, in the opinion of Sellers' counselPricewaterhouseCoopers LLP; provided, that (i) if such consolidated balance sheet, related statements and opinion are not delivered by other requirements the date that is 90 days following the end of lawthe Company’s 2012 fiscal year, the Company shall continue to use commercially reasonable efforts to provide such financials as soon as possible thereafter and deliver them to the Parent promptly when they become available, and (ii) if Parent or its Affiliates consummate the full amount of their desired Debt Financing prior to such date, the Company shall have no further obligation under this Section 5.1(d).

Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as Buyer to the Closing Date, the Seller and Sellers shall have mutually agreed, Sellers shall, and shall cause the Company to, shall give Buyer the Purchaser and Buyerthe Purchaser's representatives unrestricted reasonable access during normal business hours to all of the offices, facilities, properties, books, Contracts, commitments books and records of the Company Company, and shall make the officers and employees of the Company available to Buyer the Purchaser and its representatives as Buyer the Purchaser and its representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company to take any actions that would unreasonably disrupt the normal course of its business or violate the terms of any Contract to which the Company is bound or any applicable law or regulation. The Purchaser and the Purchaser's representatives will not use any of the confidential information that they receive from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Purchaser and the Purchaser's representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the confidential information that they receive from the Company which are in its possession; provided, however, that the Purchaser and the Purchaser's representatives shall not be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Purchaser (ii) which, after disclosure, becomes available publicly through no fault of the Purchaser, or (iii) which the Purchaser knew or to which the Purchaser had access prior to Company Confidential Information shall be provided not later than ten Business Days disclosure. If, prior to the Closing. Buyer and its representatives will be furnished with , the Purchaser shall discover that any and all information concerning representation or warranty made by the Company which Buyer or its representatives reasonably request. (b) Except as may be reasonably necessary to carry out Seller in this Agreement and is untrue or incorrect, the transactions contemplated hereby, Buyer will not, will cause its Affiliates Purchaser shall so notify the Seller promptly. The Purchaser shall not to, and will instruct its and its Affiliates' agents and financing sources not be entitled to disclose Company Confidential Information to bring any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without claim for damages or indemnification against the prior consent Seller after the Closing by reason of the Companybreach of any representation or warranty if an executive officer of ▇▇▇▇▇▇▇ Products, unless compelled to disclose any Inc. had actual knowledge that the Seller was in breach of such Company Confidential Information by judicial representation or administrative process or, in warranty on or before the opinion of Buyer's counsel, by other requirements of lawClosing Date. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers will not, will cause their Affiliates to not, and will instruct their and their Affiliates' agents and financing sources to not disclose any Buyer Confidential Information to any Person other than Sellers' or the Company's employees, agents and financing sources without the prior consent of Buyer, unless compelled to disclose any such Buyer Confidential Information by judicial or administrative process or, in the opinion of Sellers' counsel, by other requirements of law.

Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as the Buyer and the Sellers shall have mutually agreed, the Sellers shall, and shall cause the Company to, to give the Buyer and the Buyer's representatives unrestricted access during normal business hours to all of the facilities, properties, books, Contractscontracts, commitments and records of the Company Company, and the Sellers shall make the officers and employees of the Company available to the Buyer and its representatives as the Buyer and its representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. The Buyer and its representatives will be furnished with any and all information concerning the Company which the Buyer or its representatives reasonably request. (b) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, the Buyer will not, will cause its Affiliates not to, and will instruct its and its Affiliates' agents and financing sources not to disclose the Company Confidential Information to any Person other than the Buyer's employees, agents and financing sources on a "need to know" basis without the prior consent of the Company, unless compelled to disclose any such the Company Confidential Information by judicial or administrative process or, in the opinion of the Buyer's counsel, by other requirements of lawLaw. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, the Sellers will not, will cause their Affiliates to notnot to, and will instruct their their, and their Affiliates' agents and financing sources to not disclose any Buyer anyBuyer Confidential Information to any Person other than Sellers' Sellers or the Company's employees, agents and financing sources without the prior consent of the Buyer, unless compelled to disclose any such the Buyer Confidential Information information by judicial or administrative process or, in the opinion of the Sellers' counsel, by other requirements of lawLaw.

Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as Buyer and Sellers Seller shall have mutually agreedagreed through the Closing Date, Sellers Seller shall, and shall cause the Company to, give Buyer and Telegate and Buyer's and Telegate's representatives unrestricted and advisors reasonable access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of Seller and the Company and shall make the officers and employees of Seller and the Company available to Buyer and its Telegate and Buyer's and Telegate's representatives as Buyer and its Telegate and Buyer's and Telegate's representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. Buyer and its Telegate and Buyer's and Telegate's representatives will be furnished with any and all information concerning the Seller or the Company which Buyer or its and Telegate and Buyer's and Telegate's representatives reasonably request. (b) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, and will instruct its and its Affiliates' agents and financing sources not to disclose Company any Seller Confidential Information to any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without the prior consent of the CompanySeller, unless compelled to disclose any such Company Seller Confidential Information by judicial or administrative process or, in the opinion of Buyer's counsel, by other requirements of law. (c) Except as may be reasonably necessary to carry out From and after the date of this Agreement or such earlier time as Buyer and Seller shall have mutually agreed through the transactions contemplated herebyClosing Date, Sellers Buyer shall, and shall cause Telegate to, give Seller and Seller's representatives and advisors reasonable access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of Buyer and Telegate and shall make the officers and employees of Buyer and Telegate available to Seller and its representatives as Seller and its representatives shall from time to time request. (d) Seller will not, will cause their its Affiliates to notnot to, and will instruct their its and their its Affiliates' agents and financing sources not to not disclose any Buyer Confidential Information to any Person other than Sellers' Seller's or the Company's employees, agents and financing sources without the prior consent of Buyer, unless compelled to disclose any such Buyer Confidential Information by judicial or administrative process or, in the opinion of Sellers' Seller's counsel, by other requirements of law.

Access to Information and Facilities. (a) From and after Sellers agree that, prior to the date of this Agreement or such earlier time as Closing Date, Buyer and Sellers shall have mutually agreed, Sellers its representatives shall, upon reasonable notice and shall cause so long as such access does not unreasonably interfere with the Company tobusiness operations of any Seller, give Buyer and Buyer's representatives unrestricted have reasonable access during normal business hours to all Seller's books and records primarily relating to the Purchased Assets and Assumed Executory Contracts, and shall be provided with the opportunity to discuss the Purchased Assets, the Assumed Executory Contracts and the business conducted by the Sellers with senior management of the facilities, properties, books, Contracts, commitments and records Sellers. From the Closing Date until the earlier of the Company and shall make the officers and employees third anniversary of the Company available to Closing Date and the date that Sellers have wound down their operations and been dissolved, Buyer and its representatives shall, upon reasonable notice and so long as Buyer such access does not unreasonably interfere with the business operations of any Seller, have reasonable access during normal business hours to Seller's books and its representatives shall from time records primarily relating to time request; providedthe Purchased Assets and Assumed Executory Contracts, howeverNotwithstanding the foregoing, that (x) the Sellers will have no obligation to provide access to Company Confidential Information shall be provided not later than ten Business Days prior any Books or Records or any other information to the Closing. extent such access would be restricted or prohibited by any law, statute, rule, Regulation, ordinance, Contract or otherwise or to the extent any of the Sellers have determined that such disclosure or access could jeopardize attorney-client or similar privilege and (y) Sellers will not be required to provide Buyer and its representatives will be furnished with access to any and all information concerning the Company which Buyer Persons (including any customers, suppliers, employees or its representatives reasonably requestother business relations) without participation in any such meetings or calls by Sellers or their representatives. (b) Except as may be reasonably necessary to carry out this Agreement and The Buyer acknowledges that the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, and will instruct its and its Affiliates' agents and financing sources not to disclose Company Confidential Information to any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without remains bound by the prior consent of the Company, unless compelled to disclose any such Company Confidential Information by judicial or administrative process or, in the opinion of Buyer's counsel, by other requirements of lawConfidentiality Agreement. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers will not, will cause their Affiliates to not, and will instruct their and their Affiliates' agents and financing sources to not disclose any Buyer Confidential Information to any Person other than Sellers' or the Company's employees, agents and financing sources without the prior consent of Buyer, unless compelled to disclose any such Buyer Confidential Information by judicial or administrative process or, in the opinion of Sellers' counsel, by other requirements of law.

Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as Buyer and Sellers Seller shall have mutually agreedagreed through the Closing Date, Sellers Seller shall, and shall cause the Company Telecommunication Subsidiaries to, give Buyer and Buyer's representatives unrestricted and advisors reasonable access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of Seller and the Company Telecommunication Subsidiaries and shall make the officers and employees of Seller and the Company Telecommunication Subsidiaries available to Buyer and its representatives as Buyer and its representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. Buyer and its representatives will be furnished with any and all information concerning the Company Telecommunication Subsidiaries which Buyer or its representatives reasonably request. Without limiting the foregoing, upon reasonable notice to Seller, Seller shall, and shall cause the Telecommunication Subsidiaries to, give Buyer and its representatives and advisors reasonable access to all Company Properties during normal business hours to perform, at Buyer's sole expense, such environmental and other tests as Buyer or its representatives may reasonably determine (the "Buyer Tests"). Buyer shall defend, indemnify and hold the Seller Indemnified Parties harmless from any and all Losses, including damage to property and injury, including death, to employees of Seller, Buyer or third parties, to the extent attributable to actions taken by or on behalf of Buyer in taking the Buyer Tests. (b) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, and will instruct its and its Affiliates' agents and financing sources not to disclose Company any Seller Confidential Information to any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without the prior consent of the CompanySeller, unless compelled to disclose any such Company Seller Confidential Information by judicial or administrative process or, in the opinion of Buyer's counsel, counsel by other requirements of law. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers Seller will not, will cause their its Affiliates to not, and will instruct their its and their its Affiliates' agents and financing sources to not disclose any Buyer Confidential Information to any Person other than Sellers' Seller's or the Company's Telecommunication Subsidiaries' employees, agents and financing sources without the prior consent of Buyer, unless compelled to disclose any such Buyer Confidential Information by judicial or administrative process or, in the opinion of Sellers' Seller's counsel, by other requirements of law.

Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as the Buyer and Sellers the Seller shall have mutually agreed, Sellers the Seller shall, and shall cause the Company to, to give the Buyer and the Buyer's representatives unrestricted access during normal business hours to all of the facilities, properties, books, Contractscontracts, commitments and records of the Company Company, and the Seller shall make the officers and employees of the Company available to the Buyer and its representatives as the Buyer and its representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. The Buyer and its representatives will be furnished with any and all information concerning the Company which the Buyer or its representatives reasonably request. (b) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, the Buyer will not, will cause its Affiliates not to, and will instruct its and its Affiliates' agents and financing sources not to disclose the Company Confidential Information to any Person other than the Buyer's employees, agents and financing sources on a "need to know" basis without the prior consent of the Company, unless compelled to disclose any such the Company Confidential Information by judicial or administrative process or, in the opinion of the Buyer's counsel, by other requirements of lawLaw. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers the Seller will not, will cause their its Affiliates to notnot to, and will instruct their and their its Affiliates' agents and financing sources to not disclose any Buyer Confidential Information to any Person other than Sellers' Seller's or the Company's employees, agents and financing sources without the prior consent of the Buyer, unless compelled to disclose any such the Buyer Confidential Information information by judicial or administrative process or, in the opinion of Sellers' the Seller's counsel, by other requirements of lawLaw.

Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as Buyer and Sellers shall have mutually agreed, Sellers shall, and shall cause the Company to, give Buyer and Buyer's representatives unrestricted access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of the Company and shall make the officers and employees of the Company available to Buyer and its representatives as Buyer and its representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. Buyer and its representatives will be furnished with any and all information concerning the Company which Buyer or its representatives reasonably request. (b) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, and will instruct its and its Affiliates' agents and financing sources not to disclose Company Confidential Information to any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without the prior consent of the Company, unless compelled to disclose any such Company Confidential Information by judicial or administrative process or, in the opinion of Buyer's counsel, by other requirements of law. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers will not, will cause their Affiliates to notnot to, and will instruct their their, and their Affiliates' agents and financing sources not to not disclose any Buyer Confidential Information to any Person other than Sellers' or the Company's employees, agents and financing sources without the prior consent of Buyer, unless compelled to disclose any such Buyer Confidential Information by judicial or administrative process or, in the opinion of Sellers' counsel, by other requirements of law.

Access to Information and Facilities. (a) From and after the date of this Agreement to the earlier of the Closing Date or such earlier time as Buyer the date this Agreement is terminated, subject to the Confidentiality Agreement, Seller shall give Purchaser and Sellers shall have mutually agreedPurchaser’s representatives, Sellers shallupon reasonable notice, and shall cause the Company to, give Buyer and Buyer's representatives unrestricted reasonable access during normal business hours to all of the facilitiesoffices, propertiesFacilities, books, Contracts, commitments books and records of the Company Business, and shall make the officers and employees of the Company Seller and its Affiliates available to Buyer Purchaser and its representatives as Buyer Purchaser and its representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate Seller to take any actions that would unreasonably disrupt the normal course of its businesses or violate the terms of any contract to which Seller is bound or any Applicable Law; provided, howeverthat all requests for access shall be directed to ▇▇▇▇▇ ▇▇▇▇▇▇ in writing (the “Designated Contacts”); provided, further, that nothing herein shall require Seller to provide access or to Company Confidential Information disclose any information to Purchaser if such access or disclosure (i) would cause significant competitive harm to Seller if the transactions contemplated by this Agreement are not consummated or (ii) would be in violation of Applicable Laws or the provisions of any agreement to which Seller is a party. Other than the Designated Contacts, Purchaser is not authorized to and shall be provided not later than ten Business Days (and shall cause its employees, agents, representatives and Affiliates to not) contact any officer, director, employee, franchisee, customer, supplier, distributor, lender or other material business relation of Seller prior to the ClosingClosing without the prior written consent of a Designated Contact. Buyer From and after the date this Agreement is fully executed by and among Purchaser, the Seller and the Real Estate Seller, Purchaser acknowledges that its representatives will be furnished access to the Facilities, offices, and books and records of the Business by Purchaser, and any communications with any and all information concerning the Company which Buyer Seller or its employees, representatives reasonably requestand agents, shall not, absent actual fraud or other intentional misrepresentations on the part of the Sellers and/or its representatives, be the basis for termination of this Agreement or give rise to any other contingency to Closing, it being understood that Purchaser shall have conducted all the due diligence reasonable and necessary for the negotiation and entry into this Agreement prior to such date. (b) Except as may be reasonably necessary to carry out this Agreement Purchaser and the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, their representatives shall treat and will instruct its and its Affiliates' agents and financing sources not to disclose Company hold strictly confidential any Confidential Information to any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without the prior consent of the Company, unless compelled to disclose any such Company Confidential Information by judicial or administrative process or, Seller in the opinion of Buyer's counsel, by other requirements of lawaccordance with Section 5.7. (c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers will not, will cause their Affiliates to not, and will instruct their and their Affiliates' agents and financing sources to not disclose any Buyer Confidential Information to any Person other than Sellers' or the Company's employees, agents and financing sources without the prior consent of Buyer, unless compelled to disclose any such Buyer Confidential Information by judicial or administrative process or, in the opinion of Sellers' counsel, by other requirements of law.