Common use of Access to Premises and Information Clause in Contracts

Access to Premises and Information. During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 10.1, the Acquired Companies will provide the Buyers and their respective Representatives and prospective financing sources with reasonable access during normal business hours and upon reasonable notice to the offices, personnel, properties, books and records of the Acquired Companies and their respective Subsidiaries; provided that such access does not unreasonably interfere with the normal operations of the Acquired Companies and their respective Subsidiaries; provided further that all requests for such access will be directed to ▇▇▇▇ ▇▇▇▇▇▇ or such other Person as the Acquired Companies may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Acquired Companies will not be required to disclose any information to the Buyers if such disclosure would, in the good faith judgment of the Acquired Companies, be reasonably likely to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior to the date hereof; provided, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers and use reasonable efforts to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.1, and the Buyers may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely in connection with the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement, dated October 27, 2011, among Crane, ▇▇▇▇ Capital Partners, LLC and Advantage Partners, LLP (as amended from time to time, the “Confidentiality Agreement”).

Access to Premises and Information. During the period from From the date of this Agreement until the Closing Closing, or the earlier termination of this Agreement pursuant to Section 10.1in accordance with Article VIII, Seller shall, and shall cause the Acquired Companies will provide to, permit Buyer, the Buyers prospective providers of the Debt Financing and their respective Representatives and prospective financing sources with to have reasonable access (at reasonable times, during normal regular business hours hours, and upon reasonable notice notice) to the offices, personnel, properties, books and records all Representatives of the Acquired Companies and to all premises, properties, books, records (including Tax records), contracts, financial and operating data and other information and documents of, or pertaining to, the Acquired Companies or the Business, in any such case, to the extent reasonably required in connection with the consummation of the transactions contemplated hereby, and to make copies (at its own expense) of such books, records, contracts, data, information and documents as Buyer, the prospective providers of the Debt Financing or their respective SubsidiariesRepresentatives may reasonably request; provided provided, however, that neither Seller nor any Acquired Company or any of their Representatives are under any obligation to provide any such access, furnish any information, or otherwise disclose to Buyer, the prospective providers of the Debt Financing or any of their respective Representatives any information the disclosure of which, in Seller’s reasonable discretion upon the advice of outside legal counsel, would reasonably be likely to contravene any Contract or applicable Law or to compromise or otherwise jeopardize any applicable privilege (including the attorney-client privilege); provided, further, that in the event that access does is to be denied pursuant to this proviso, Seller shall notify Buyer and Seller and Buyer shall cooperate to implement commercially reasonable procedures designed to both allow for such examination and avoid such loss or impairment of privilege to the extent possible. Registered Intellectual Property. For a period of two (2) years following the Closing, Seller shall transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed to the Acquired Companies, all of the right, title and interest in and to all of the Registered Intellectual Property and any other Contracts or material assets primarily used in the Business, to the extent not unreasonably interfere with the normal operations currently held by any of the Acquired Companies and their respective Subsidiaries; provided further that all requests for Companies, and, if applicable, shall record such access will be directed transfer in the public record, including updating Internet domain name registrations (to ▇▇▇▇ ▇▇▇▇▇▇ or such other Person reflect an Acquired Company as the “Registrant Organization” for each domain name included in the Registered Intellectual and to have an Acquired Companies may designate Company own the account from which changes to and renewals of such domain names can be made) and the filing of assignments with the U.S. Patent and Trademark Office and U.S. Copyright Office to reflect any Acquired Company as the record owner of each such item). In the event that, at any time on or within two (2) years after the Closing, Seller becomes aware that it has received or continues to possess any Registered Intellectual Property, Contracts or other material assets primarily used in writing from time the Business, Seller shall notify Buyer and promptly transfer, contribute, assign or convey, or cause to timebe transferred, contributed, assigned or conveyed such Registered Intellectual Property, Contracts or other assets to Buyer (or any Acquired Company or Person designated by Buyer) (the “Transferee”) and such Transferee shall accept, or cause to be accepted, such Registered Intellectual Property, Contracts or other assets. Prior to any transfer required by this Section 5.5, the Seller shall hold such Registered Intellectual Property, Contracts or other assets primarily used in the Business in trust for the benefit of Buyer. Notwithstanding anything to the contrary in this Agreement, the Acquired Companies will not remedies contemplated by Section 10.12(a) shall be required to disclose any information to the Buyers if such disclosure would, in the good faith judgment of the Acquired Companies, be reasonably likely to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior to the date hereof; provided, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers sole and use reasonable efforts to provide the Buyers with such other documents and information as may be adequate substitute exclusive remedy for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy breach of any information (if any) provided pursuant to this Section 8.1, and the Buyers may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely in connection with the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement, dated October 27, 2011, among Crane, ▇▇▇▇ Capital Partners, LLC and Advantage Partners, LLP (as amended from time to time, the “Confidentiality Agreement”)5.5.

Access to Premises and Information. (a) During the period from commencing on the date of this Agreement until the Closing or hereof and ending on the earlier to occur of the termination of this Agreement pursuant and the Closing, subject to Section 10.1applicable Law, the Acquired Companies will provide the Buyers Cinemark shall, and shall cause its Subsidiaries and Cinemark's and its Subsidiaries' officers, directors, employees, agents representatives, accountants and counsel to: (i) permit Buyer and its counsel, accountants, consultants, financial advisors, agents and other representatives (including its financing sources and their respective Representatives counsel, accountants, and prospective financing sources with other representatives) (including Buyer, collectively, "BUYER REPRESENTATIVES") to have reasonable access during normal business hours and access, upon reasonable notice advance notice, to (A) the officespremises of Cinemark and its Subsidiaries; (B) the books, personnelContracts, properties, books Leases and records of the Acquired Companies Cinemark and their respective its Subsidiaries; provided and (C) the officers and directors of Cinemark and its Subsidiaries and other employees, agents, business relations, accountants and counsel of Cinemark or any of its Subsidiaries who have knowledge relating to Cinemark or any of its Subsidiaries or their businesses; and (ii) furnish to Buyer Representatives such information regarding the business of Cinemark and its Subsidiaries as Buyer may reasonably request, in each case to the extent that such access does not unreasonably interfere with the normal business or operations of the Acquired Companies and their respective Cinemark or any of its Subsidiaries; provided that Buyer Representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement, and provided further that all requests for such access will be directed the foregoing shall not (I) require Cinemark to ▇▇▇▇ ▇▇▇▇▇▇ permit any inspection, or such other Person as the Acquired Companies may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Acquired Companies will not be required to disclose any information information, that in its reasonable judgment would violate any of Cinemark's obligations with respect to confidentiality, provided that at the Buyers if reasonable request of Buyer, Cinemark shall use commercially reasonable efforts to have any such obligations waived or (II) require any disclosure by Cinemark that would, in as a result of such disclosure, have the good faith judgment effect of causing the Acquired Companies, be reasonably likely to (a) jeopardize waiver of any attorney-client or other legal privilege or privilege. (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior In addition to the date hereof; providedconfidentiality arrangements contained herein, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers and use reasonable efforts to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.1, and the Buyers may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The all information provided pursuant to this Section 8.1 will be used solely or obtained in connection with the transactions contemplated hereby, Transaction (including pursuant to clause (a) above) shall be held by Buyer in accordance with and will be governed by all subject to the terms and conditions of the Confidentiality Agreement, dated October 27, 2011, among Crane, ▇▇▇▇ Capital Partners, LLC . In the event of a conflict or inconsistency between the terms of this Agreement and Advantage Partners, LLP (as amended from time to timethe Confidentiality Agreement, the “terms of this Agreement shall govern. If the Closing occurs, the parties hereto agree that the Confidentiality Agreement”)Agreement shall terminate and forthwith become null and void in all respects and cease to have any further force or effect.

Access to Premises and Information. During the period from (i) From the date hereof until the Closing Date, or the earlier termination of this Agreement, Sellers shall permit Purchasers and their respective representatives to have reasonable access to the Real Property (including for the purposes of conducting a Phase I environmental site assessment, which shall not include any monitoring or any type of sample collection), and to the Business Records as shall be reasonably requested to verify the accuracy of the representations and warranties of Sellers contained in this Agreement, to verify that the covenants of Sellers contained in this Agreement until have been completed and to determine whether the conditions set forth in Section 5.2 have been satisfied (provided, however, Sellers shall not be required by this Section 3.3(e)(i) to provide Purchasers and/or their respective representatives with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a third party, (y) the disclosure of which would violate any Legal Requirement or fiduciary duty or (z) that is subject to any attorney-client privilege); provided that in each such instance in which Purchasers intend to enter the Real Property pursuant to this Section 3.3(e)(i), (i) Purchasers notify Sellers in writing of its intent to enter the Real Property to conduct its due diligence not less than forty-eight (48) hours prior to such entry; (ii) such entry shall be during normal business hours; (iii) the date and time period are scheduled with Sellers (which shall act reasonably in such scheduling); (iv) Sellers shall have the right to have a representative present at the time of any such discussion or entry upon the Real Property; and (v) Purchasers shall not in any event conduct any invasive testing or invasive investigation or sampling of any environmental media or building materials with respect to the Real Property. Notwithstanding the foregoing, (A) Purchasers shall not have the right to interview the tenants under Leases or any employee without the prior written consent of Sellers not to be unreasonably withheld, conditioned or delayed and (B) Purchasers’ rights of access hereunder shall be subject to the terms and limitations of, and rights of tenants under, any Leases. In the event Purchasers are granted permission to conduct an inspection Purchasers shall conduct such inspection so as to minimize interference with the Business and the use of the Real Property by any of the tenants, employees, invitees and patients of the Facilities. Failure of Sellers to grant Purchasers access to a Real Property due to Sellers’ obligations under or, restrictions contained in the Leases, or as a result of requirements of law, shall not constitute a breach of this Section 3.3(e) or this Agreement by Sellers if Sellers are acting reasonably. Sellers shall use commercially reasonable efforts to arrange for such access. (ii) To the extent that Purchasers damage the Real Property or any portion thereof, Purchasers shall repair the same at their sole cost and expense. Purchasers shall reimburse Sellers and hold Sellers and their Affiliates (and each of their respective officers, directors, partners, advisors, managers, employees and agents) (collectively, the “Indemnitees”) harmless from and against all claims for losses, liabilities, expenses, costs (including without limitation, reasonable attorney’s fees), damages or injuries suffered or incurred as a result of the entering upon the Real Property by Purchasers or Purchasers’ representatives or consultants or otherwise incurred in connection with Purchasers’ inspections. (iii) The obligations of Purchasers under this Section 3.3(e) shall survive the Closing or the earlier termination of this Agreement pursuant to Section 10.1, the Acquired Companies will provide the Buyers and their respective Representatives and prospective financing sources with reasonable access during normal business hours and upon reasonable notice to the offices, personnel, properties, books and records of the Acquired Companies and their respective Subsidiaries; provided that such access does not unreasonably interfere with the normal operations of the Acquired Companies and their respective Subsidiaries; provided further that all requests for such access will be directed to ▇▇▇▇ ▇▇▇▇▇▇ or such other Person as the Acquired Companies may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Acquired Companies will not be required to disclose any information to the Buyers if such disclosure would, in the good faith judgment of the Acquired Companies, be reasonably likely to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior to the date hereof; provided, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers and use reasonable efforts to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.1, and the Buyers may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely in connection with the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement, dated October 27, 2011, among Crane, ▇▇▇▇ Capital Partners, LLC and Advantage Partners, LLP (as amended from time to time, the “Confidentiality Agreement”).

Access to Premises and Information. During the period from (a) From the date of this Agreement hereof until the Closing Closing, or until the earlier termination of this Agreement pursuant in accordance with Section 10, upon reasonable notice from time to Section 10.1time, the Acquired Companies will provide permit the Buyers Buyer and their respective its Representatives and prospective financing sources with to have reasonable access during normal business hours and upon reasonable notice under the supervision of Company personnel to the offices, personnel, properties, records and books and records of account of the Acquired Companies (the “Records”) in possession of the Acquired Companies and their respective Subsidiaries; provided that such access does not unreasonably interfere to the employees (with the normal operations coordination and approval of the Acquired Companies and their respective Subsidiaries; provided further that all requests for such access will be directed to ▇▇▇▇▇ ▇▇▇▇▇▇ , not to be unreasonably withheld, conditioned or such other Person as delayed) and premises of the Acquired Companies as such Person may designate reasonably request; provided, however, that such access to such information and furnishing of such information (i) will be conducted solely at the Buyer’s expense, the Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Acquired Companies and any such access shall take into account restrictions imposed by the Acquired Companies as a result of the COVID-19 Pandemic, (ii) will not include any sampling or testing of soil, sediment, surface or ground water and/or building material and (iii) Buyer and its authorized agents and representatives shall not contact or otherwise communicate with the employees, customers or suppliers of the Acquired Companies, or any other Person having a business relationship with the Acquired Companies, unless, in each case, approved in advance in writing from time to timeby the Sellers’ Representative, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this AgreementSection 8.1, the Acquired Companies will not be required to disclose may withhold any document (or portions thereof) or information to the Buyers if such disclosure would, in the good faith judgment of the Acquired Companies, be reasonably likely to (a) jeopardize any that is subject to the terms of a non-disclosure agreement or undertaking with a third party, (b) that may constitute privileged attorney-client communications or attorney work product, (c) if the provision of access to such document (or portion thereof) or information, as determined by the Acquired Companies in good faith, on the advice of legal counsel would reasonably be expected to conflict with applicable Legal Requirements or (d) in connection with any dispute related to this Agreement and the Contemplated Transaction between Buyer or any of its Affiliates, on the one hand, and any Seller, the Sellers’ Representative, the Company or any of their respective Affiliates, on the other hand. All Records or other legal privilege or information made accessible pursuant to this Section 8.1 shall be subject to that certain confidentiality agreement between Enpro Industries, Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. on behalf of the Company, dated September 7, 2023 (bthe “Confidentiality Agreement”) contravene and Buyer acknowledges and agrees that it will abide by the terms of such Confidentiality Agreement; provided that upon Closing, such Confidentiality Agreement shall terminate automatically. The Company shall inform Buyer if it is withholding any applicable information pursuant to the foregoing exceptions and, if permitted by Legal Requirements, fiduciary duty describe the information being so withheld. If requested by Buyer, the Company shall use commercially reasonable efforts to provide extracts or binding agreement entered into prior to summaries of such protected information or otherwise provide such protected information in a manner that would not jeopardize the date hereofapplicable protection or contravene the applicable contract or Legal Requirement; provided, however, that, to that the extent possible, the Acquired Companies foregoing will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers and use reasonable efforts to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.1, and the Buyers may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely apply in connection with any dispute between the transactions contemplated hereby, and will be governed by all parties related to this Agreement or the terms and conditions of the Confidentiality Agreement, dated October 27, 2011, among Crane, ▇▇▇▇ Capital Partners, LLC and Advantage Partners, LLP (as amended from time to time, the “Confidentiality Agreement”)other Transaction Agreements.

Access to Premises and Information. During the period from the date of this Agreement until On, prior to and after the Closing or the earlier termination Date, each party hereto will permit any other party hereto and each of this Agreement pursuant its authorized representatives to Section 10.1, the Acquired Companies will provide the Buyers and their respective Representatives and prospective financing sources with have reasonable access during normal business operating hours to Records in possession of such party that reasonably relate to the conduct or operations on or prior to the Closing Date of the Business, including without limitation Records in respect of accounts payable and upon reasonable general ledgers. Each party agrees that it may not dispose of or transfer to a third party such Records unless it provides thirty days' written notice to the other party and enters into a written agreement with the transferee that provides that such transferee shall give Buyer and Seller access to such Records that is equal in scope to the access provided to Seller and Buyer pursuant to the terms of this Agreement. In addition, subject to receiving prior approval from John ▇. ▇▇▇▇▇▇ ▇▇ Terr▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (▇▇ich approval will not be unreasonably withheld), prior to the Closing Date Seller will permit the officers, attorneys, accountants, prospective lenders and other authorized representatives and professionals of Buyer access during normal operating hours to all management personnel, offices, personnel, properties, books and records of Seller relating to the Acquired Companies and their respective Subsidiaries; provided Business, so that Buyer may have full opportunity to make such access does not unreasonably interfere with the normal operations investigation as it reasonably desires of the Acquired Companies management, business, properties and their respective Subsidiaries; provided further that affairs of the Business, and Buyer shall (at its expense) be permitted to make abstracts from, or copies of, all requests for such books and records. Seller shall allow access sufficient to allow Buyer or its representatives to conduct such environmental site assessment (including subsurface investigation) as it deems appropriate. Each party will be directed maintain the Records received pursuant to ▇▇▇▇ ▇▇▇▇▇▇ this Agreement (in the case of Buyer) or such other Person as held by it (in the Acquired Companies may designate in writing from time to time. Notwithstanding anything case of Seller) relating to the contrary in this AgreementBusiness for a period of five (5) years and will, the Acquired Companies will not be required to disclose any information during regular business hours and upon reasonable notice, furnish reasonable access thereto to the Buyers if such disclosure wouldother party for audit, in the good faith judgment of the Acquired Companiestax, accounting or legal purposes. Each party shall be reasonably likely entitled to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior to the date hereof; provided, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature make copies at its own expense of any such materials not disclosed records. If a party proposes to destroy any such records within such 5-year period, such party will notify the Buyers other party and use reasonable efforts deliver to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.1party, and the Buyers may not rely on the accuracy of at such other party's expense, any such information, in each case Records as such other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely in connection with the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement, dated October 27, 2011, among Crane, ▇▇▇▇ Capital Partners, LLC and Advantage Partners, LLP (as amended from time to time, the “Confidentiality Agreement”)party requests.