Common use of Access to Information Concerning Properties and Records Clause in Contracts

Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers shall, and shall cause the Purchased Companies to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnel, properties, and books and records, of Sellers and the Purchased Companies relating to the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier earliest of (i) the Closing Date, (ii) the date on which this Agreement is terminated in accordance with pursuant to Section 9.1 10.1 hereof and (iiiii) July 18, 2002, the Closing Date, Sellers Company shall, and shall cause the Purchased Companies its Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, access during normal business hours to its Representatives reasonable access to and the personnelCompany's Subsidiaries' executive officers, properties, and books and recordsrecords in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of Sellers and the Purchased Companies relating July 18, 2002 or any date thereafter it has come to the Businesses attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser reasonably believes necessary (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or advisable to familiarize itself with such foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and other matters and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that Sellers may restrict with respect to any information covered by this clause (ii), the foregoing access Company shall use commercially reasonable efforts to obtain the extent that in the reasonable judgment consent of Sellers, any applicable Law requires them such third party to restrict such accessdisclosure; provided, further, however that such access this clause (ii) shall not unreasonably disrupt limit or restrict any obligation of the operations of Sellers Company to disclose information to Parent pursuant to Section 8.5 or any of its AffiliatesSection 10.1(c)(i). Notwithstanding anything All information exchanged pursuant to this Section 8.1 shall be subject to the contrary contained in this Confidentiality Agreement, Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers shall, and shall cause the Purchased Companies to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnel, properties, and books and records, of Sellers and the Purchased Companies relating to the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers Seller shall, and shall cause the Purchased Companies its Subsidiaries to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnel, properties, and books and records, records of Sellers Seller and the Purchased Companies its Subsidiaries relating to the Businesses Terminal Operations, the Purchased Assets and the Assumed Liabilities to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties (including for purposes of performing American Land Title Association surveys of the Owned Real Property) and other matters and, during such period, Seller shall furnish to Purchaser all financial and operating data and other information concerning the Terminal Operations as Purchaser may reasonably request; provided, that Sellers Seller may restrict the foregoing access to the extent that in the reasonable judgment of SellersSeller, any applicable Law requires them it to restrict such access; and provided, further, that such access shall not unreasonably disrupt the operations of Sellers Seller or any of its AffiliatesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Sellers neither Seller nor any of its Subsidiaries shall not be required to (x) provide any information or access that Sellers Seller reasonably believe believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilegeprivilege or (y) conduct, or permit Purchaser or any of its Representatives, without the express written permission of Seller, to conduct any Phase II investigation or other environmental air, soil, surface water or groundwater investigation, sampling or analysis on or relating to any real property owned by or leased to Seller and/or its Subsidiaries. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses Terminal Operations prior to the Closing or any other business or operations of SellersSeller or its Subsidiaries. Prior to the Closing, Sellers Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses Terminal Operations and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers Seller or the Purchased Companies any of its Subsidiaries with respect to the Businesses Terminal Operations or the transactions contemplated hereby prior to the Closing without the prior written consent of SellersSeller.

Access to Information Concerning Properties and Records. (a) During the period from Between the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers CLJ and CSL shall, and shall cause the Purchased Companies each Acquired Company to, upon reasonable prior notice notice, afford SNH, and its counsel, accountants, consultants, financing sources and other authorized representatives, reasonable access, during regular normal business hours, afford Purchaser to employees of CLJ familiar with the business of the Acquired Companies and its Representatives reasonable access the Properties, to perform due diligence investigations and to examine the personnelbooks of account and records of the Acquired Companies, propertiesincluding, without limitation, all Contracts affecting the Properties, and books make copies thereof, at such reasonable times as SNH or its representatives may request by notice to CLJ (which notice may be oral). No such investigation shall affect the representations and records, of Sellers warranties made by CLJ and the Purchased Companies relating to the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers or any of its Affiliates. Notwithstanding anything to the contrary contained CSL in this Agreement. Each of CLJ and CSL agrees to cause its officers and the employees of CLJ, Sellers in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such data and other information and respond to such inquiries as SNH and its representatives shall from time to time reasonably request. (b) Between the date of this Agreement and the Closing Date, SNH shall, upon reasonable notice, afford CLJ, and its counsel, accountants, consultants, financing sources and other authorized representatives, access to employees of SNH familiar with the business of SNH and ACQ. SUB, to perform due diligence investigations and to examine the books of account and records of SNH and ACQ. SUB, and make copies thereof, at such reasonable times as CLJ or its representatives may request by notice to SNH (which notice may be oral). No such investigation shall affect the representations and warranties made by SNH or ACQ. SUB in this Agreement. SNH agrees to cause its officers and the employees of SNH and ACQ. SUB, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such data and other information and respond to such inquiries as CLJ and its representatives shall from time to time reasonably request. (c) Unless otherwise required by Law, SNH shall keep confidential, and cause its counsel, accountants, consultants and other authorized representatives to keep confidential, any nonpublic information obtained pursuant to this SECTION 5.1; notwithstanding the foregoing, however, SNH shall not be required to provide any keep confidential information that (i) is already in its possession (unless such information has been received from CLJ pursuant to the Confidentiality Agreement among CLJ, SNH, HPT and HRPT Properties Trust dated December 5, 2000, as amended by a letter dated July 31, 2001), or access (ii) becomes generally available to the public other than as a result of a disclosure by SNH, HPT or HRPT Properties Trust, or (iii) becomes available to SNH on a non-confidential basis from a source other than an Acquired Company or CLJ (provided that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilegeSNH has no Knowledge that such source obtained such information subject to confidentiality restrictions). (bd) Nothing contained Unless otherwise required by Law, CLJ shall keep confidential, and cause its counsel, accountants, consultants and other authorized representatives to keep confidential, any nonpublic information obtained pursuant to this SECTION 5.1; notwithstanding the foregoing, however, CLJ shall not be required to keep confidential information that (i) is already in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior its possession (unless such information has been received from SNH pursuant to the Closing Confidentiality Agreement between CLJ and SNH dated February 20, 2001), or any other business or operations of Sellers. Prior (ii) becomes generally available to the Closingpublic other than as a result of a disclosure by CLJ or an Acquired Company, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its or (iii) becomes available to CLJ on a non-confidential basis from a source other businesses and operationsthan SNH (provided that CLJ has no Knowledge that such source obtained such information subject to confidentiality restrictions). (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing Date and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 9.1, Sellers shall, the Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Purchased Companies toCompany and each of its Subsidiaries, upon reasonable prior notice notice, to afford the Purchasers and during regular business hourstheir employees, afford Purchaser counsel, accountants, financial advisors, consultants and its Representatives other authorized representatives, reasonable access during normal business hours to the personnelofficers, directors, employees, accountants, properties, and books and records, records of Sellers the Company and its Subsidiaries. The Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Purchased Companies relating Company to furnish to the Businesses to the extent Purchaser reasonably believes necessary Purchasers all information concerning its or advisable to familiarize itself with such its Subsidiaries' business, properties and other matters and personnel as Purchaser the Purchasers may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, provided that such access investigation and assistance shall not unreasonably disrupt the operations of Sellers the Company or any of its AffiliatesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreementforegoing, Sellers the Verizon Selling Shareholders and Vodafone shall not be required to provide cause the Company to furnish any information pursuant to this Section 7.1 if the Company believes that not furnishing such information is reasonably necessary to comply with applicable law, preserve attorney-client privilege and/or prevent a breach of or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of default under any Contract to which the Company or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact Subsidiaries is a party. Neither the Verizon Selling Shareholders nor Vodafone makes or shall make any competitor, contractor, vendor, supplier, distributor, customer, agent representation or Representative of Sellers or the Purchased Companies warranty with respect to any information made available or furnished pursuant to this Section 7.1 and the Businesses Purchasers hereby agree that the information made available or furnished pursuant to this Section 7.1 shall not constitute the basis for any claim of breach of any representation, warranty, covenant or obligation of the Verizon Selling Shareholders or their Affiliates or the transactions contemplated hereby prior to the Closing without the prior written consent Verizon Selling Shareholders' or their Affiliates' respective officers, directors, representatives and agents, or of SellersVodafone or its Affiliates or Vodafone's or its Affiliates' respective officers, directors, representatives or agents.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 on which the Effective Time occurs and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 7.1, Sellers the Company shall, and shall cause the Purchased Companies each of its Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent and its Representatives MergerCo and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the personnelofficers, directors, employees, accountants, properties, and books and recordsrecords of the Company and its Subsidiaries and, of Sellers during such period, the Company shall furnish promptly to Parent and the Purchased Companies relating to the Businesses to the extent Purchaser reasonably believes necessary MergerCo all information concerning its or advisable to familiarize itself with such its Subsidiaries’ business, properties and other matters and personnel as Purchaser Parent or MergerCo may reasonably request; provided, however, that Sellers the Company may restrict the foregoing access to the extent that in the reasonable judgment of Sellersthe Company, any law, treaty, rule or regulation of any Governmental Entity applicable Law to the Company requires them it or its Subsidiaries to restrict such accessaccess to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Company or any of its AffiliatesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Sellers the Company shall not be required to provide any information or access that Sellers it reasonably believe believes could violate applicable Lawlaw, including Antitrust Laws, rules or regulations or the terms of any Contract confidentiality agreement or cause the waiver forfeiture of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to PurchaserParent or MergerCo, directly or indirectly, rights to control or direct the Purchased Companies Company’s or the Businesses its Subsidiaries’ operations prior to the Closing or any other business or operations of SellersEffective Time. Prior to the ClosingEffective Time, Sellers the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies its and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and Subsidiaries’ operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers shall, and shall cause the Purchased Companies to, upon reasonable prior notice and during regular business hours, afford Purchaser and its respective Representatives reasonable access to the personnel, properties, and books and records, records of Sellers and the Purchased Companies relating to the Businesses Business, the Purchased Assets and the Assumed Liabilities to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and, during such period, Sellers shall furnish to Purchaser all financial and operating data and other information concerning the Business as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them it to restrict such access; and provided, further, that such access shall not unreasonably disrupt the operations of Sellers or any of its AffiliatesSellers. Notwithstanding anything to the contrary contained in this Agreement, none of the Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses Business prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses Business and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses Business or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During Sellers and the period from Company, after the date of this Agreement hereof through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers shall, and shall cause the Purchased Subject Companies to: (i) provide, upon reasonable prior notice to Purchaser and its Affiliates and Representatives access, as reasonably requested by Purchaser, to the offices, properties, books and records of the Subject Companies (it being understood that such access will be coordinated through Primary Seller, and granted during regular business hourshours upon reasonable advance notice in writing, afford and provided that any such access by Purchaser shall not unreasonably interfere with the conduct of the business of the Subject Companies); and (ii) furnish to Purchaser and its Affiliates and Representatives reasonable access to the personnel, properties, such financial and books operating data and records, of Sellers and the Purchased Companies other information relating to the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with Subject Companies as such properties and other matters and as Purchaser Persons may reasonably request; provided, that Sellers may restrict the foregoing that, Purchaser will not have access to the extent (A) individual performance or evaluation records; (B) information that is subject to attorney-client privilege or other privilege; or (C) information that, in the reasonable judgment opinion of SellersSellers or the Subject Companies, any would (1) result in a breach of confidentiality obligations to which Sellers or the Subject Companies are bound or (2) result in a violation of applicable Law requires them to restrict such accessLaws, including Antitrust Laws; and provided, further, (3) that such access shall not unreasonably disrupt the operations of the Subject Companies. Sellers and the Company shall cooperate in good faith with Purchaser to identify and implement alternative means for Purchaser to be granted access to any employees, offices, properties, books and records, data or any of its Affiliates. Notwithstanding anything information to the contrary contained in which Purchaser are not granted access pursuant to this Agreement, Sellers shall not be required Section 5.1 due to provide any information or access that Sellers reasonably believe could violate limitations under applicable Law, including Antitrust Laws, rules attorney-client privilege or regulations other privilege or the terms of any Contract confidentiality or cause similar agreements, including, for example and without limitation, entering into a common interest agreement, seeking third party consent under Contracts, establishing a process that, through the waiver use of steps such as targeted redactions, provision of information to counsel to review and, to the extent permitted by applicable Law, to summarize for its client, or use of a “clean room” environment for analysis and review of information accessible to limited Persons (such as external advisors), will provide Purchaser with timely access to the substance of the information described in this Section 5.1(a) in a manner that allows the Company to comply with Contracts and applicable Law and preserve the attorney/-client or similar other privilege, as the case may be. No investigation by Purchaser of other information received by Purchaser or its Affiliates or Representatives shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Sellers or the Company hereunder. (b) Nothing contained in this Agreement After the Closing Date, Sellers shall be construed provide to give Purchaser and its Affiliates and Representatives access to Purchaserthe employees, directly or indirectlyoffices, rights properties, books and records of the Sellers to control or direct the Purchased extent relating to the Subject Companies or the Businesses prior to the Closing and, upon request of Purchaser, use Commercially Reasonable Efforts to cooperate in the defense or pursuit of any other business claim or operations of Sellers. Prior action that relates to occurrences involving the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Subject Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without Date. In addition, Sellers shall make available to Purchaser the prior written consent of Sellersdocuments described in Section 3.11(i) after the Closing Date if and as needed by Purchaser or its Affiliates in connection with any inquiry, investigation, request or Proceeding by any Governmental Entity.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing Date and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 8.1, Sellers the Company shall, and shall cause the Purchased Companies each of its Significant Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser the Purchasers and its Representatives their employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the personnelofficers, directors, employees, accountants, properties, and books and recordsrecords of the Company and its Significant Subsidiaries and, of Sellers and during such period, the Purchased Companies relating Company shall furnish promptly to the Businesses to the extent Purchaser reasonably believes necessary Stock Purchase Agreement Purchasers all information concerning its or advisable to familiarize itself with such its Significant Subsidiaries' business, properties and other matters and personnel as Purchaser the Purchasers may reasonably request; provided, that Sellers the Company may restrict the foregoing access to the extent that in the reasonable judgment of Sellersthe Company, any Law applicable Law to the Company requires them it or its Significant Subsidiaries to restrict such accessaccess to any of its business, properties, information or personnel; provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Company or any of its AffiliatesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Sellers the Company shall not be required to provide any information or access that Sellers it reasonably believe believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract confidentiality agreement or cause the waiver forfeiture of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Each Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives employees, counsel, accountants, consultants, financing sources and other authorized representatives to) contact any competitor, contractor, vendorfranchisee, supplier, distributor, customer, agent or Representative customer of Sellers the Company or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby any of its Subsidiaries prior to the Closing without the prior written consent of Sellersthe Company, which consent shall not be unreasonably withheld.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 on which the Effective Time occurs and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 7.1, Sellers the Company shall, and shall cause the Purchased Companies each of its Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent and its Representatives Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the personnelofficers, directors, employees, accountants, properties, and books and recordsrecords (including without limitation, of Sellers any and the Purchased Companies all materials relating to financial records and to Taxes) of the Businesses Company and its Subsidiaries and, during such period, the Company shall furnish promptly to the extent Purchaser reasonably believes necessary Parent and Sub all information concerning its or advisable to familiarize itself with such its Subsidiaries' business, properties and other matters personnel as Parent and as Purchaser Sub may reasonably request; provided, however, that Sellers the Company may restrict the foregoing access to the extent that in the reasonable judgment of Sellersthe Company, any law, treaty, rule or regulation of any Governmental Entity applicable Law to the Company requires them it or its Subsidiaries to restrict such accessaccess to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Company or any of its AffiliatesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Sellers the Company shall not be required to provide any information or access that Sellers it reasonably believe believes could violate applicable Applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract confidentiality agreement or cause the waiver forfeiture of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to PurchaserParent or Sub, directly or indirectly, rights to control or direct the Purchased Companies Company's or the Businesses its Subsidiaries' operations prior to the Closing or any other business or operations of SellersEffective Time. Prior to the ClosingEffective Time, Sellers the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies its and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and Subsidiaries' operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending at the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing and (ii) the Closing Datetermination of this Agreement pursuant to Section 8.1 [(Termination)], Sellers except as prohibited by applicable Law, the Company shall, and shall cause the Purchased Companies Company Subsidiaries to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnelRepresentatives, material properties, and books and records, records of Sellers the Company and the Purchased Companies relating to the Businesses Company Subsidiaries to the extent reasonably necessary for Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably requestmatters; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that (x) such access shall not unreasonably disrupt the operations of Sellers the Company or its Subsidiaries and Purchaser shall use its commercially reasonable efforts to minimize any such disruption, (y) such access shall be in compliance with, and subject to, all applicable safety requirements of its AffiliatesSeller, the Company, and the Company Subsidiaries, including with respect to COVID-19 and those imposed in connection with any civil unrest, and (z) the Company shall be entitled to have representatives present in connection with all such access. Notwithstanding anything to the contrary contained in this Agreement, Sellers the Company and/or the Company Subsidiaries shall not be required to (A) provide any information or access that Sellers the Company reasonably believe believes could violate applicable Law, including Antitrust Laws and data protection Laws, rules or regulations or the terms of any Contract applicable confidentiality obligation or cause the waiver forfeiture of attorney/-client privilege (provided, that in the event that the restrictions in this clause (A) apply, the Company shall notify Purchaser of any such restrictions and the request to which they apply and thereafter, the Company shall use commercially reasonable efforts to provide or similar privilegecause to be provided to Purchaser such access or information in a manner that would not be reasonably likely, in the reasonable determination of the Company’s counsel, to result in any such violation or forfeiture), (B) provide any information relating to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, or (C) conduct, or permit Purchaser or any of its Representatives to conduct, any Phase I or Phase II environmental site assessment or investigation or other environmental sampling relating to any real property owned by or leased to the Company and/or the Company Subsidiaries. Purchaser acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, all documents, materials, communications, analyses and other information relating to the sale process, and bids received from Purchaser and other Persons in connection with the transactions contemplated by this Agreement that are in the possession of Seller, the Company or any of their respective Subsidiaries as of the date hereof and through the Closing will be transferred to Seller prior to or as of the Closing and Seller shall not be required to grant access to such documents, materials and other information to Purchaser or any of their respective Affiliates at any time, and such documents, materials and other information shall not be deemed Confidential Information. Prior to any entry upon or physical inspection of any location pursuant to this Section 6.1, Purchaser shall execute and deliver to the Company an access and indemnity agreement in a commercially reasonable form to be provided by the Company promptly after the date hereof and shall provide evidence of liability insurance coverage reasonably acceptable to the Company. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that neither it nor any of the Purchaser Bound Entities is not authorized to to, and shall not (and shall not permit any of its respective Purchaser Bound Entities, employees, counsel, accountants, consultants, financing sources and other authorized Representatives to) , on its behalf), other than in the ordinary course of business unrelated to the transactions contemplated by this Agreement, contact any competitor, contractor, vendor, supplier, distributordistributor or customer of the Company or any of its Subsidiaries, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the Company’s prior written consent of Sellers(which consent will not be unreasonably withheld, conditioned or delayed); provided, that nothing in this Section 6.1(b) shall prohibit Purchaser and its financing sources from approaching banks and other financial institutions that have existing relationships with the Company and the Company Subsidiaries in connection with their potential or actual participation in the Financing, subject to such banks and financial institutions agreeing to be bound by confidentiality standards equal to or more stringent than those under which Purchaser is bound pursuant to this Agreement.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing Date and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 7.1, Sellers the Company shall, and shall cause the Purchased Companies Company Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent and its Representatives reasonable access during normal business hours to the personnelofficers, directors, employees in management positions, accountants, properties, and books and records, records of Sellers the Company and the Purchased Companies relating to the Businesses Company Subsidiaries solely to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably requestenable Parent to consummate the Closing; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that (x) such access shall not unreasonably disrupt the operations of Sellers the Company or any Company Subsidiary, (y) no such access shall be permitted other than in the presence of the Shareholders’ Representative or one of its Affiliates. Notwithstanding anything to Representatives, and (z) the contrary contained in this Agreement, Sellers Company and/or any Company Subsidiary may restrict the foregoing access and shall not be required to (A) provide any information or access that Sellers the Company reasonably believe believes, upon the advice of, could violate applicable Law, including Antitrust Laws and Data Protection and Privacy Laws, rules or regulations or the terms of any Contract applicable obligation or cause the waiver forfeiture of attorney/client privilege, solicitor/client privilege or similar an attorney or solicitor work-product privilege, (B) provide any information relating to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (C) conduct, or permit Parent, Merger Sub or any of their respective Representatives to conduct, any Phase I or Phase II environmental site assessment or investigation, or other environmental sampling relating to any real property owned by or leased to the Company and/or any Company Subsidiary. Each of Parent and Merger Sub acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, all documents, materials, communications, analyses and other information relating to the sale process, bids received from Parent and other Persons in connection with the transactions contemplated by this Agreement that are in the possession of the Company or any of the Company Subsidiaries as of the date of this Agreement and through the Closing will be transferred to the Shareholders’ Representative prior to, or as of, the Closing and the Shareholders’ Representative shall not be required to grant access to such documents, materials and other information to Parent, Merger Sub, the Company or any of their respective Affiliates at any time. (b) Nothing Each of Parent and Merger Sub acknowledges and agrees that (i) nothing contained in this Agreement shall be construed to give to PurchaserParent or Merger Sub, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing Company’s or any other business or Company Subsidiary’s operations of Sellers. Prior prior to the Closing, Sellers (ii) prior to the Closing, the Company and the Company Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies its and the Businesses Company Subsidiaries’ operations and (iii) notwithstanding anything to the contrary set forth herein, no consent of Parent or Merger Sub shall at all times exercise complete control and supervision be required with respect to any matter set forth in Section 5.3 or elsewhere in this Agreement to the extent the requirement of all such consent would, upon the advice of its other businesses and operationsthe Company’s counsel, violate any Law, be inconsistent with the requirements of any Governmental Entity, or violate any Contract to which the Company or any Company Subsidiary is a party. (c) Purchaser Other than in the ordinary course of business and unrelated to the transactions contemplated by this Agreement, each of Parent and Merger Sub hereby agrees that it is not authorized to and shall not (and shall not permit any of its Affiliates or any of its or their respective Representatives or financing sources to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers the Company or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby any Company Subsidiary prior to the Closing without the prior written consent of Sellersthe Company.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 on which the Effective Time occurs and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 7.1, Sellers the Company shall, and shall cause each of the Purchased Companies Company Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent and its Representatives Merger Sub and their respective Representatives, reasonable access during normal business hours to the personnelofficers, directors, employees, accountants, properties, and books and records, records of Sellers the Company and the Purchased Companies relating Company Subsidiaries and, during such period, the Company shall furnish promptly to Parent and Merger Sub all information concerning its or the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such Company Subsidiaries’ business, properties and other matters personnel as Parent and as Purchaser Merger Sub may reasonably request; provided, that Sellers the Company may restrict the foregoing access to the extent that in any Law applicable to the reasonable judgment of Sellers, any applicable Law Company requires them it or the Company Subsidiaries to restrict such accessaccess to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Company or any of the Company Subsidiaries. The Company and/or its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers Subsidiaries shall not be required to (A) provide any information or access that Sellers reasonably believe could would violate applicable Law, including Antitrust Lawsor Order (B) conduct, rules or regulations permit Parent, Merger Sub or any of their Representatives to conduct any environmental site assessment, or soil or groundwater investigation relating to any real property leased to the terms of any Contract or cause the waiver of attorney/client or similar privilegeCompany and/or its Subsidiaries. (b) Nothing contained in this Agreement shall be construed to give to PurchaserParent or Merger Sub, directly or indirectly, rights to control or direct the Purchased Companies Company’s or the Businesses Company Subsidiaries’ operations prior to the Closing or any other business or operations of SellersEffective Time. Prior to the ClosingEffective Time, Sellers the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies its and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and Company Subsidiaries’ operations. (c) Purchaser Parent and Merger Sub hereby agrees agree that it is they are not authorized to and shall not (and shall not permit any of its their respective Representatives toor financing sources) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative representative of Sellers the Company or any Company Subsidiary about or in connection with the Company or the Purchased Companies with respect to the Businesses Company Subsidiaries, this Agreement or the transactions contemplated hereby prior to the Closing without Closing, except in accordance with procedures agreed upon in writing by the prior written consent of SellersCompany, Parent and Merger Sub.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 on which the Effective Time occurs and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 8.1, Sellers the Company shall, and shall cause each of the Purchased Companies Company Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent and its Representatives Merger Sub and their respective Representatives, reasonable access during normal business hours to the personnelofficers, directors, employees, accountants, properties, and books and records, records of Sellers the Company and the Purchased Companies relating Company Subsidiaries and, during such period, the Company shall furnish promptly to Parent and Merger Sub all information concerning its or the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such Company Subsidiaries’ business, properties and other matters personnel as Parent and as Purchaser Merger Sub may reasonably request; provided, that Sellers the Company may restrict the foregoing access to the extent that in the reasonable judgment of Sellersthe Company, any Law applicable Law to the Company requires them it or the Company Subsidiaries to restrict such accessaccess to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Company or any of its Affiliatesthe Company Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Sellers the Company and/or the Company Subsidiaries shall not be required to (A) provide any information or access that Sellers the Company reasonably believe believes could violate applicable Law, including Antitrust Laws, HIPAA Requirements and data protection Laws, rules or regulations or the terms of any Contract confidentiality agreement or cause the waiver forfeiture of attorney/client privilege or similar privilege(B) without the Company’s prior written consent, which should not be unreasonably withheld, conditioned or delayed, conduct, or permit Parent, Merger Sub or any of their Representatives to conduct, any Phase II investigation or other environmental sampling relating to any real property owned by or leased to the Company and/or the Company Subsidiaries. (b) Nothing contained in this Agreement shall be construed to give to PurchaserParent or Merger Sub, directly or indirectly, rights to control or direct the Purchased Companies Company’s or the Businesses Company Subsidiaries’ operations prior to the Closing or any other business or operations of SellersEffective Time. Prior to the ClosingEffective Time, Sellers the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies its and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and Company Subsidiaries’ operations. (c) Purchaser Parent and Merger Sub hereby agrees agree that it is they are not authorized to and shall not (and shall not permit any of its their respective employees, counsel, accountants, consultants, financing sources and other authorized Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers the Company or any Company Subsidiary for the Purchased Companies with respect to purpose of discussing the Businesses Company, any of the Company Subsidiaries or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellersthe Company.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing Date and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 7.1, Sellers the Company shall, and shall cause each of the Purchased Companies Company Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent and its Representatives Merger Sub and their respective employees, counsel, accountants, consultants, financing sources and other authorized representatives, reasonable access during normal business hours to the personnelofficers, directors, employees, accountants, properties, and books and records, records of Sellers the Company and the Purchased Companies relating Company Subsidiaries and, during such period, the Company shall furnish promptly to Parent and Merger Sub such information concerning its or the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such Company Subsidiaries’ business, properties and other matters personnel as Parent and as Purchaser Merger Sub may reasonably request; provided, provided that Sellers the Company may restrict the foregoing access to the extent that in the reasonable judgment of Sellersthe Company, any Law applicable Law to the Company requires them it or the Company Subsidiaries to restrict such accessaccess to any of its business, properties, information or personnel; provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Company or any of its Affiliatesthe Company Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Sellers the Company shall not be required to provide any information or access that Sellers it reasonably believe believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract confidentiality agreement or cause the waiver forfeiture of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to PurchaserParent or Merger Sub, directly or indirectly, rights to control or direct the Purchased Companies Company’s or the Businesses Company Subsidiaries’ operations prior to the Closing or any other business or operations of SellersEffective Time. Prior to the ClosingEffective Time, Sellers the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies its and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and Company Subsidiaries’ operations. (c) Purchaser Parent and Merger Sub hereby agrees agree that it is they are not authorized to and shall not (and shall not permit any of its their respective Representatives employees, counsel, accountants, consultants, financing sources and other authorized representatives to) contact any competitor, contractor, vendor, supplier, distributor, or customer of the Company or any Company Subsidiary prior to the Closing, provided, however, that the foregoing shall not restrict Parent or Merger Sub from contacting any supplier, distributor or customer of the Company or any Company Subsidiary that is also a supplier, distributor or customer, agent as applicable, of Parent or Representative its Subsidiaries, in the ordinary course of Sellers or the Purchased Companies with respect business, (i) if such contact does not relate to the Businesses Company, any Company Subsidiary or the transactions contemplated hereby and (ii) if such contact relates to the Company, the Company Subsidiaries or the transactions contemplated hereby, so long as such contact is in accordance with the procedures set forth in Section 5.1(c) of the Company Disclosure Letter. (d) After the Closing, Parent and the Surviving Corporation shall provide the Stockholders’ Representative and each Equity Holder listed in Section 5.1(d) of the Company Disclosure Letter, and their representatives with reasonable access during normal business hours to the books and records of the Surviving Corporation and its Subsidiaries and the employees of the Surviving Corporation and its Subsidiaries for the purpose of complying with any Law or Order or cooperating with any investigation by any Governmental Entity or in defending against any claim by any third party (but, for the avoidance of doubt, not including any claim by Parent or Merger Sub), in each case as the Stockholders’ Representative or such Equity Holders may reasonably request, and Parent and the Surviving Corporation shall furnish such information concerning the Surviving Corporation or its Subsidiaries, at the Stockholders’ Representatives’ or such requesting Equity Holder’s cost and expense, as the Stockholders’ Representative or such Equity Holders may reasonably request to the extent the same relates to any period prior to the Closing without the prior written consent of SellersClosing.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier earliest of (i) the Closing Date, (ii) the date on which this Agreement is terminated in accordance with pursuant to Section 9.1 10.1 hereof and (iiiii) July 18, 2002, the Closing Date, Sellers Company shall, and shall cause the Purchased Companies its Subsidiaries to, upon reasonable prior notice notice, 35 of 56 afford Parent, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, access during regular normal business hours, afford Purchaser hours to its and its Representatives reasonable access to the personnelCompany's Subsidiaries' executive officers, properties, and books and recordsrecords in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of Sellers and the Purchased Companies relating July 18, 2002 or any date thereafter it has come to the Businesses attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser reasonably believes necessary (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or advisable to familiarize itself with such foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and other matters and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that Sellers may restrict with respect to any information covered by this clause (ii), the foregoing access Company shall use commercially reasonable efforts to obtain the extent that in the reasonable judgment consent of Sellers, any applicable Law requires them such third party to restrict such accessdisclosure; provided, further, however that such access this clause (ii) shall not unreasonably disrupt limit or restrict any obligation of the operations of Sellers Company to disclose information to Parent pursuant to Section 8.5 or any of its AffiliatesSection 10.1(c)(i). Notwithstanding anything All information exchanged pursuant to this Section 8.1 shall be subject to the contrary contained in this Confidentiality Agreement, Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing Date and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 8.1, Sellers except as prohibited by Law, Seller shall, and shall cause the Purchased Companies Company and its Subsidiary to, upon reasonable prior notice and during regular business hours, afford Purchaser and each of its Representatives reasonable access to the personnelRepresentatives, properties, and books and records, records of Sellers the Company and the Purchased Companies relating to the Businesses its Subsidiary to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and, during such period, Seller shall furnish promptly to Purchaser all financial and operating data and other information concerning the Company’s and its Subsidiary’s businesses, properties and personnel as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Company or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilegeSubsidiary. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies Company’s or the Businesses its Subsidiary’s operations prior to the Closing or any other business or operations of SellersDate. Prior to the ClosingClosing Date, Sellers the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies its and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and Subsidiary’s operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective employees, counsel, accountants, consultants, financing sources and other authorized Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers the Company or the Purchased Companies with respect its Subsidiary for any purpose reasonably related to the Businesses or the transactions contemplated hereby by this Agreement prior to the Closing without the prior written consent of Sellersthe Company, which consent shall not be unreasonably withheld, conditioned or delayed.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending at the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing and (ii) the Closing Datetermination of this Agreement pursuant to Section 8.1 (Termination), Sellers except as prohibited by applicable Law or Order, the Company shall, and shall cause the Purchased Companies Company Subsidiaries to, upon reasonable prior notice and during regular business hours, afford Purchaser and Purchaser, its Representatives and the Debt Financing Sources (or potential Debt Financing Sources) reasonable access to the personnelRepresentatives, propertiesproperties (subject to Purchaser’s execution of a customary access indemnity agreement reasonably satisfactory to the Company), and books and records, records of Sellers the Company and the Purchased Companies relating Company Subsidiaries (including any Returns or portions thereof with respect to the Businesses Company and Company Subsidiaries) to the extent reasonably necessary for Purchaser reasonably believes necessary or advisable to familiarize itself with such matters and consummate the transactions contemplated by this Agreement and, during such period, the Company shall furnish to Purchaser all financial and operating data and other information concerning the Company’s and the Company Subsidiaries’ business, properties and other matters and personnel as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that (1) such access shall not unreasonably disrupt the operations of Sellers the Company or the Company Subsidiaries, (2) Purchaser shall use its commercially reasonable efforts to minimize any such disruption, (3) such access shall be in compliance with, and subject to, all applicable safety requirements of Seller, the Company or the Company Subsidiaries, including those with respect to any of their COVID-19 Measures (provided that each of Seller and the Company shall, and shall cause each of the Company Subsidiaries to, use its Affiliatesreasonable best efforts to allow for such access or disclosure in a manner that does not jeopardize the health and safety of any employees of Seller, the Company or the Company Subsidiaries, as applicable, in light of COVID-19) that have been provided or communicated to Purchaser, and (4) Seller shall be entitled to have representatives present in connection with all such access provided to Purchaser and its Representatives. Notwithstanding anything to the contrary contained in this Section 6.1(a) of this Agreement, Sellers the Company and/or the Company Subsidiaries shall not be required to (A) provide any information or access that Sellers would reasonably believe could be expected to violate applicable Law, including Antitrust Laws and data protection Laws, rules or regulations or cause forfeiture of attorney-client privilege (provided that in the terms of any Contract event that the restrictions in this clause (A) apply, the Company shall provide, or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall to be construed provided, to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision Purchaser a reasonably detailed description of the Purchased Companies information not provided and the Businesses Company shall cooperate in good faith to design and shall at all times exercise complete control and supervision implement alternative disclosure arrangements to enable Purchaser to evaluate any such information without resulting in any violation of all applicable Law or forfeiture of its other businesses and operations. privilege), (cB) Purchaser hereby agrees that it is not authorized provide any information relating to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.70

Access to Information Concerning Properties and Records. Delivery ----------------------------------------------------------------- of Financial Information. (a) During the period from commencing on the date of this Agreement through hereof ------------------------ and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Effective Date, Sellers the Company shall, and shall cause the Purchased Companies each of its Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent and its Representatives Sub, and their respective counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the personnelemployees, properties, and books and records, records of Sellers the Company and its Subsidiaries in order that they may have the Purchased Companies opportunity to make such investigations as they shall desire of the affairs of the Company and its Subsidiaries (other than relating to those Assets with respect to which no liability shall be retained by the Businesses Surviving Corporation after giving effect to the extent Purchaser reasonably believes necessary transactions contemplated by the Asset Disposition Agreements). The Company shall furnish promptly to Parent and Sub (i) a copy of each report, schedule, registration statement and other document filed by it or advisable its Subsidiaries during such period pursuant to familiarize itself with such the requirements of Federal or state securities laws and (ii) all other information concerning its or its Subsidiaries' business, properties and other matters personnel as Parent and as Purchaser Sub may reasonably request; provided, that Sellers may restrict the foregoing access . The Company agrees to the extent that in the reasonable judgment of Sellers, any applicable Law requires them cause its officers and employees to restrict furnish such access; provided, further, that additional financial and operating data and other information and respond to such access inquiries as Parent and Sub shall not unreasonably disrupt the operations of Sellers or any of its Affiliates. Notwithstanding anything from time to the contrary contained in this Agreement, Sellers shall not be required to provide any information or access that Sellers time reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilegerequest. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly On or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to February 15, 2000, the Closing or Company shall deliver to Parent a copy of all written information prepared by the Company with respect to its fiscal year ended December 31, 1999 of the type which the Company customarily prepares to initially deliver to its independent auditors (prior to responding to any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent inquiries from its independent auditors) in connection with the terms and conditions of this Agreement, complete control and supervision preparation of the Purchased Companies and Company's financial statements in accordance with GAAP for the Businesses and shall at all times exercise complete control and supervision end of all a fiscal year of its other businesses and operationsthe Company. (c) Purchaser hereby agrees that it is not authorized During the period commencing on the date hereof and ending on the Effective Date, to and shall not the extent (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect only to the Businesses or extent) that the transactions contemplated hereby prior Company delivers to its independent auditors any written information prepared by the Company relating to the Closing without fiscal year ended December 31, 1999 or any prior period or otherwise bearing upon the prior Condition of the Company and its Subsidiaries taken as a whole, the Company shall, concurrently with such delivery of written consent information to its independent auditors, deliver to Parent true and complete copies of Sellersall such written information.

Access to Information Concerning Properties and Records. (a) During Subject to Section 6.2, during the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing Date and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 8.1, Sellers shall, and shall cause the Purchased Companies Company and the Company Subsidiaries to, upon reasonable prior notice and during regular business hoursto Sellers’ Representative, afford Purchaser and its Representatives Representatives, reasonable access during normal business hours to the personnelRepresentatives, auditors, properties, and books and records, records of Sellers the Company and the Purchased Companies relating Company Subsidiaries and, during such period, Sellers shall furnish promptly to Purchaser all information concerning the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such Business, properties and other matters and personnel as Purchaser may reasonably request; provided, that Sellers Sellers’ Representative or the Company or any Company Subsidiary may restrict the foregoing access to the extent that in the reasonable judgment of Sellers’ Representative, any Law applicable Law to the Company requires them it or the Company Subsidiaries to restrict such accessaccess to any of its Assets, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Company or any of its Affiliatesthe Company Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Sellers none of Sellers, the Company or any Company Subsidiary shall not be required to (i) provide any information or access that Sellers Sellers’ Representative or the Company reasonably believe believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract confidentiality agreement or cause the waiver forfeiture of attorney/client privilege or similar privilege(ii) conduct, or permit Purchaser or any of its Representatives to conduct, any invasive Phase I environmental site assessment, Phase II investigation or any other physical environmental soil or groundwater sampling or investigation or any sampling, testing or investigation of air emissions, wastewater, drinking water, or any substance or material on, at, under or relating to the Assets or the Business or any real property owned by or leased to the Company, any Company Subsidiaries and/or any Mexico Subsidiaries, provided, however, that in all other respects Purchaser may continue its environmental due diligence based upon documents provided under this Section 6.1(a) or which are otherwise publicly available. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies Company’s, the Company Subsidiaries’ or the Businesses Mexico Subsidiaries’ operations prior to the Closing or any other business or operations of SellersClosing. Prior to the Closing, Sellers the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies its and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and Company Subsidiaries’ operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any agent, employee, landlord or representative, or outside of the ordinary course of its business, any competitor, contractor, vendor, supplier, distributor, supplier or customer, agent of the Company, any Company Subsidiary or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby any Mexico Subsidiary prior to the Closing without the prior written consent of Sellers’ Representative, it being acknowledged that any and all such contacts will be arranged by Sellers’ Representative and that Purchaser and Sellers’ Representative will mutually agree on the timing and manner of contact with all suppliers, distributors, customers, employees, landlords and other third parties.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing Date and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 10.1 hereof, Sellers the Company shall, and shall cause the Purchased Companies its Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, access during normal business hours to its Representatives reasonable access to and the personnelCompany's Subsidiaries' executive officers, properties, and books and recordsrecords in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's and its Subsidiaries' affairs; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement. The Company shall furnish promptly to Parent and Purchaser (x) a copy of Sellers each form, report, schedule, statement, registration statement and the Purchased Companies relating other document filed by it during such period pursuant to the Businesses to requirements of federal, state or foreign securities Laws and (y) all other information concerning the extent Purchaser reasonably believes necessary Company's or advisable to familiarize itself with such its Subsidiaries' business, properties and other matters and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition law or (ii) violate the contractual obligation of the Company or its Subsidiary to any third party to maintain the confidentiality of such information; provided, however, that Sellers may restrict with respect to any information covered by this clause (ii), the foregoing access Company shall use reasonable best efforts to obtain the extent that in the reasonable judgment consent of Sellers, any applicable Law requires them such third party to restrict such accessdisclosure; provided, further, however that such access this clause (ii) shall not unreasonably disrupt limit or restrict any obligation of the operations of Sellers Company to disclose information to Parent pursuant to Section 8.5 or any of its AffiliatesSection 10.1(c)(i). Notwithstanding anything All information exchanged pursuant to this Section 8.1 shall be subject to the contrary contained in this Confidentiality Agreement, Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers Seller shall, and shall cause the Purchased Companies Company to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnel, properties, and books and records, records of Sellers Seller and the Purchased Companies Company relating to the Businesses Business, to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, that Sellers Seller may restrict the foregoing access to the extent that in the reasonable judgment of SellersSeller, any applicable Law requires them it to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers Seller or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers Seller shall not be required to provide any information or access that Sellers Seller reasonably believe believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies Company or the Businesses Business prior to the Closing or any other business or operations of SellersSeller. Prior to the Closing, Sellers Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies Company and the Businesses Business and shall at all times exercise complete control and supervision of all of its other businesses and operations. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers Seller, the Company or the Purchased Companies with respect to the Businesses Business or the transactions contemplated hereby prior to the Closing without the prior written consent of SellersSeller.

Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is validly terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers Seller shall, and shall cause Newco and the Purchased Peanuts Companies to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnel, properties, and books and records, of Sellers Seller, Newco and the Purchased Peanuts Companies relating to the Businesses Business to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, provided that Sellers Seller may restrict the foregoing access to the extent that in the reasonable judgment of SellersSeller, any applicable Law requires them it to restrict such access; access and provided, further, that such access shall not unreasonably disrupt the operations of Sellers Seller or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers Seller shall not be required to provide any information or access that Sellers Seller reasonably believe believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers Seller or the Purchased Peanuts Companies with respect to the Businesses Business or the transactions contemplated hereby prior to the Closing without the prior written consent of SellersSeller. For the avoidance of doubt, this provision does not restrict Sony Creative Products Inc. or its Affiliates from its activities under the Sony Agency Agreement.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 on which the Effective Time occurs and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 7.1, Sellers the Company shall, and shall cause the Purchased Companies each of its Subsidiaries to, upon reasonable prior notice and during regular business hoursnotice, afford Purchaser Parent and its Representatives Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the personnelofficers, directors, employees, accountants, properties, and books and recordsrecords (including without limitation, of Sellers any and the Purchased Companies all materials relating to financial records and to Taxes) of the Businesses Company and its Subsidiaries and, during such period, the Company shall furnish promptly to the extent Purchaser reasonably believes necessary Parent and Sub all information concerning its or advisable to familiarize itself with such its Subsidiaries’ business, properties and other matters personnel as Parent and as Purchaser Sub may reasonably request; provided, however, that Sellers the Company may restrict the foregoing access to the extent that in the reasonable judgment of Sellersthe Company, any law, treaty, rule or regulation of any Governmental Entity applicable Law to the Company requires them it or its Subsidiaries to restrict such accessaccess to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Company or any of its AffiliatesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Sellers the Company shall not be required to provide any information or access that Sellers it reasonably believe believes could violate applicable Applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract confidentiality agreement or cause the waiver forfeiture of attorney/client or similar privilege. (ba) Nothing contained in this Agreement shall be construed to give to PurchaserParent or Sub, directly or indirectly, rights to control or direct the Purchased Companies Company’s or the Businesses its Subsidiaries’ operations prior to the Closing or any other business or operations of SellersEffective Time. Prior to the ClosingEffective Time, Sellers the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies its and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and Subsidiaries’ operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from Between the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers CLJ and CSL shall, and shall cause the Purchased Companies each Acquired Company to, upon reasonable prior notice notice, afford SNH, and its counsel, accountants, consultants, financing sources and other authorized representatives, reasonable access, during regular normal business hours, afford Purchaser to employees of CLJ familiar with the business of the Acquired Companies and its Representatives reasonable access the Properties, to perform due diligence investigations and to examine the personnelbooks of account and records of the Acquired Companies, propertiesincluding, without limitation, all Contracts affecting the Properties, and books make copies thereof, at such reasonable times as SNH or its representatives may request by notice to CLJ (which notice may be oral). No such investigation shall affect the representations and records, of Sellers warranties made by CLJ and the Purchased Companies relating to the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers or any of its Affiliates. Notwithstanding anything to the contrary contained CSL in this Agreement. Each of CLJ and CSL agrees to cause its officers and the employees of CLJ, Sellers in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such data and other information and respond to such inquiries as SNH and its representatives shall from time to time reasonably request. (b) Between the date of this Agreement and the Closing Date, SNH shall, upon reasonable notice, afford CLJ, and its counsel, accountants, consultants, financing sources and other authorized representatives, access to employees of SNH familiar with the business of SNH and ACQ. SUB, to perform due diligence investigations and to examine the books of account and records of SNH and ACQ. SUB, and make copies thereof, at such reasonable times as CLJ or its representatives may request by notice to SNH (which notice may be oral). No such investigation shall affect the representations and warranties made by SNH or ACQ. SUB in this Agreement. SNH agrees to cause its officers and the employees of SNH and ACQ. SUB, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such data and other information and respond to such inquiries as CLJ and its representatives shall from time to time reasonably request. (c) Unless otherwise required by Law, SNH shall keep confidential, and cause its counsel, accountants, consultants and other authorized representatives to keep confidential, any nonpublic information obtained pursuant to this Section 5.1; notwithstanding the foregoing, ------------ however, SNH shall not be required to provide any keep confidential information that (i) is already in its possession (unless such information has been received from CLJ pursuant to the Confidentiality Agreement among CLJ, SNH, HPT and HRPT Properties Trust dated December 5, 2000, as amended by a letter dated July 31, 2001), or access (ii) becomes generally available to the public other than as a result of a disclosure by SNH, HPT or HRPT Properties Trust, or (iii) becomes available to SNH on a non-confidential basis from a source other than an Acquired Company or CLJ (provided that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilegeSNH has no Knowledge that such source obtained such information subject to confidentiality restrictions). (bd) Nothing contained Unless otherwise required by Law, CLJ shall keep confidential, and cause its counsel, accountants, consultants and other authorized representatives to keep confidential, any nonpublic information obtained pursuant to this Section 5.1; notwithstanding the foregoing, however, CLJ shall not be required to keep confidential information that (i) is already in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior its possession (unless such information has been received from SNH pursuant to the Closing Confidentiality Agreement between CLJ and SNH dated February 20, 2001), or any other business or operations of Sellers. Prior (ii) becomes generally available to the Closingpublic other than as a result of a disclosure by CLJ or an Acquired Company, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its or (iii) becomes available to CLJ on a non-confidential basis from a source other businesses and operationsthan SNH (provided that CLJ has no Knowledge that such source obtained such information subject to confidentiality restrictions). (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

Access to Information Concerning Properties and Records. (a) During the period from commencing on the date of this Agreement through hereof and including ending on the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 Closing Date and (ii) the Closing Datedate on which this Agreement is terminated pursuant to Section 9.1, Sellers except as prohibited by Law, the Partnership shall, and shall cause the Purchased Companies Partnership Subsidiaries to, upon reasonable prior notice and during regular business hours, afford Purchaser Parent and its Merger Subs and their respective Representatives reasonable access to the personnelRepresentatives, properties, and books and records, records of Sellers the Partnership and the Purchased Companies relating to the Businesses Partnership Subsidiaries to the extent Purchaser reasonably believes necessary or advisable for Parent and Merger Subs to familiarize itself themselves with such properties and other matters and, during such period, the Partnership shall furnish to Parent and Merger Subs all financial and operating data and other information concerning the Partnership’s and the Partnership Subsidiaries’ business, properties and personnel as Purchaser Parent and Merger Subs may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers the Partnership or the Partnership Subsidiaries and each of Parent and each of the Merger Subs shall use its commercially reasonable efforts to minimize any of its Affiliatessuch disruption. Notwithstanding anything to the contrary contained in this Agreement, Sellers the Partnership and/or the Partnership Subsidiaries shall not be required to (A) provide any information or access that Sellers the Partnership reasonably believe believes could violate applicable Law, including Antitrust Laws and data protection Laws, rules or regulations or the terms of any Contract applicable confidentiality obligation or cause the waiver forfeiture of attorney/client privilege or similar privilege(B) conduct, or permit Parent, Merger Subs or any of their respective Representatives to conduct, any Phase II investigation or other environmental sampling relating to any real property owned by or leased to the Partnership and/or the Partnership Subsidiaries. Each of Parent and each of the Merger Subs acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, all documents, materials, communications, analyses and other information relating to the sale process, bids received from Parent, Merger Subs and other Persons in connection with the transactions contemplated by this Agreement that are in the possession of the Partnership or any of the Partnership Subsidiaries as of the date hereof and through the Closing will be transferred to the Sellers’ Representative prior to or as of the Closing and the Sellers’ Representative shall not be required to grant access to such documents, materials and other information to Parent, Merger Subs or any of their respective Affiliates at any time. (b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations Each of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms Parent and conditions of this Agreement, complete control and supervision each of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser Merger Subs hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective employees, counsel, accountants, consultants, financing sources and other authorized Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers the Partnership or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby Partnership Subsidiaries prior to the Closing without the Partnership’s prior written consent of Sellersconsent.

Access to Information Concerning Properties and Records. (a) CONFIDENTIALITY. During the period from commencing on the date of this Agreement through hereof and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) ending on the Closing Date, Sellers shall, the Seller shall and shall cause the Purchased Companies and the Subsidiaries to, upon reasonable prior notice and during regular business hoursrequest, afford Purchaser to the Buyer, its counsel, accountants, engineers, appraisers and other authorized representatives and its Representatives lenders reasonable access during normal business hours to the personnel, properties, equipment, books, accounts, contracts, documents and books and recordsrecords of the Companies, of Sellers the Subsidiaries and the Purchased Companies relating to the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties Stations, their businesses and other matters and as Purchaser may reasonably request; providedproperties, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that such access shall doing so does not unreasonably materially disrupt or interfere with the operations of Sellers the Stations, and the Companies shall, within a reasonable period of time, furnish or any of its Affiliates. Notwithstanding anything cause to be furnished to the contrary contained in this AgreementBuyer and its representatives all existing data and information concerning the business and properties of the Stations as the Buyer may reasonably request. Without limiting the generality of the foregoing, Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. (b) Nothing contained in this Agreement Buyer shall be construed given such access to give the financial records of the Companies as is necessary for the Buyer to Purchasersatisfy itself as to the form and substance of the Closing Balance Sheet. All requests for information shall be submitted only to ▇▇▇▇ ▇▇▇▇▇▇, directly ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or indirectly▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇. The Buyer will not initiate or maintain contact with any employee of the Seller, rights to control or direct the Purchased Companies or the Businesses Subsidiaries without the Seller's prior consent, such consent not to the Closing be unreasonably withheld or any other business or operations of Sellersdelayed. Prior to the Closing, Sellers shall exercise, consistent the Seller will also provide the Buyer with a complete and correct list containing the terms and conditions names of this Agreement, complete control and supervision of the Purchased Companies each bank in which each Company and the Businesses Subsidiary has an account or safe deposit or lock box, the account or box number, as the case may be, and the name of every person authorized to draw thereon or having access thereto. Subject to Section 5.4(c), the Buyer shall keep, and shall at cause its agents, attorneys, employees and representatives to keep, confidential all times exercise complete control and supervision of all of its other businesses and operations. (c) Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.information obtained by