Common use of Access to Properties, Books and Records Clause in Contracts

Access to Properties, Books and Records. (a) From the date of this Agreement until the Effective Time, the Company will, and will cause each of its subsidiaries to, give representatives of Pulte full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to the Company's business, to all of their respective properties, books and records. Pulte will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of the Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Pulte or a subsidiary from a third party which, insofar as Pulte is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Pulte or a subsidiary before it was made available to Pulte or its representative by the Company or a subsidiary, (iv) otherwise is independently developed by Pulte or a subsidiary, or (v) Pulte reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, Pulte will, at the request of the Company, deliver to the Company all documents and other material obtained by Pulte from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Pulte. (b) From the date of this Agreement until the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents and other material obtained by the Company from Pulte or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by the Company.

Access to Properties, Books and Records. (a) From the date of this Agreement until the earlier of the Effective TimeTime or the time this Agreement is terminated in accordance with Article 6, the Company will, and will cause each of its subsidiaries to, upon reasonable notice, give representatives Representatives of Pulte full Parent and Merger Sub (at Parent’s sole cost and expense), or of any potential sources of financing to Parent or Merger Sub for financing to be used in connection with the Merger or after the Merger, reasonable access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to the Company's business, hours to all of their respective properties, books and recordsrecords and to personnel who are knowledgeable about the various aspects of the business of the Company and its subsidiaries. Pulte Notwithstanding the foregoing, the Company will not be required by this Section 9.2 to, or be required to cause any of its subsidiaries to, permit any inspection, provide any access, or disclose any information, that in the reasonable judgment of the Company would be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its subsidiaries, (b) violate any applicable laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable law), (c) unreasonably disrupt the businesses and operations of the Company or any of its subsidiaries, (d) breach any agreement of the Company or any of its subsidiaries with any third party, or (e) otherwise result in the disclosure of trade secrets of a third party or violate its or its subsidiaries’ respective obligations to a third party with respect to confidentiality, provided that the Company will use commercially reasonable efforts to obtain the consent of the third parties to the inspection or disclosure. Until the Effective Time, Parent and Merger Sub each will, and will cause its representatives Representatives to, hold all information it receives as a result of its access to the properties, books books, records and records personnel of the Company or its subsidiaries in confidenceconfidence on the terms provided in the confidentiality agreement dated as of October 2, except 2017, between the Company and Parent (the “Confidentiality Agreement”), and until the Effective Time, the Confidentiality Agreement will apply to that information to the same extent that it applies to information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Pulte or a subsidiary from a third party which, insofar as Pulte is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Pulte or a subsidiary before it was made available to Pulte or its representative provided by the Company or a subsidiary, (iv) otherwise is independently developed by Pulte or a subsidiary, or (v) Pulte reasonably believes is required to be included in the Registration Statementbefore this Agreement was executed. If this Agreement is terminated prior to before the Effective Time, Pulte will, at Parent and Merger Sub will have the request same obligations under the Confidentiality Agreement with regard to handling and disposition of the Company, deliver to the Company all documents and other material obtained by Pulte from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Pulte. (b) From confidential information received after the date of this Agreement until that they have with regard to confidential information received before the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach date of this Agreement), (ii) becomes available to . The Confidentiality Agreement shall survive the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents execution and other material obtained by the Company from Pulte or a subsidiary in connection with the transactions which are the subject delivery of this Agreement or evidence that that material has been destroyed by the Companyin accordance with its terms.

Access to Properties, Books and Records. (a) From Subject to Section 5.7(b), from the date of this Agreement until the earlier of the First Effective TimeTime or the time this Agreement is terminated in accordance with Article VII, the Company will, and will cause each of its subsidiaries Subsidiaries to, give representatives Representatives of Pulte Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent and its Subsidiaries after the Mergers, full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to the Company's business, hours to all of their respective properties, books and recordsrecords and to personnel who are knowledgeable about the various aspects of the business of the Company and its Subsidiaries. Pulte Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosure. Until the Closing, Parent and the Merger Subs each will, and will cause its representatives their Representatives to, hold all information it receives they receive as a result of its their access to the properties, books books, records and records personnel of the Company or its subsidiaries in confidence, except to the extent that information (ia) is or becomes available to the public (other than through a breach of this Agreement), (iib) becomes available to Pulte Parent or a subsidiary the Merger Subs from a third party which, insofar as Pulte is aware, Third Party that is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iiic) was known to Pulte Parent or a subsidiary its Affiliates (which includes the Merger Subs) before it was made available to Pulte Parent or its representative the Merger Subs or their Representatives by the Company or a subsidiary, (ivd) otherwise is independently developed by Pulte Parent or a subsidiaryMerger Subs or their Affiliates, or (ve) Pulte Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entity. If this Agreement is terminated prior to before the First Effective Time, Pulte Parent and the Merger Subs each will, at the request of the Company, deliver to the Company all documents and other material obtained by Pulte Parent or either of the Merger Subs from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by PulteParent or the Merger Subs. (b) From the date of this Agreement until the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents and other material obtained by the Company from Pulte or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by the Company.

Access to Properties, Books and Records. (a) From the date of this Agreement until the earlier of the Effective TimeTime or the time this Agreement is terminated in accordance with Article 8, the Company will, and will cause each of its subsidiaries to, give representatives of Pulte full Parent and Acquisition, or of any potential lenders or other sources of financing to Parent, the Company or the Surviving Corporation, reasonable access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to the Company's business, hours to all of their respective properties, books and records. Pulte records and to personnel of ACM who are knowledgeable about the various aspects of the business of the Company and its subsidiaries, provided that the Company will not be required by this Section to permit any inspection, or to disclose any information, that in the reasonable judgment of the ACM employees responsible for managing the Company, or of the Special Committee, would result in the disclosure of a trade secret of a third party not related to the Company or ACM, or violate any of the Company’s obligations to a third party not related to the Company or ACM with respect to confidentiality, if the Company (through the ACM employees responsible for managing the Company) has used reasonable efforts to obtain the consent of the third party to the inspection or disclosure. (b) Until the Effective Time, Parent and Acquisition each will, and will cause its their respective representatives to, hold all information it receives as a result of its access to the properties, books books, records and records personnel of the Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Pulte Parent or a subsidiary Acquisition from a third party which, insofar as Pulte Parent or Acquisition is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Pulte Parent, Acquisition or a subsidiary other of Parent’s affiliates before it was made available to Pulte Parent or its representative Acquisition or their representatives by the Company or a subsidiaryany of its subsidiary (other than information disclosed to ACM or its employees in the course of ACM’s managing the Company), (iv) otherwise is independently developed by Pulte Parent or a subsidiaryAcquisition or their affiliates (other than ACM), or (v) Pulte Parent reasonably believes is required to be included in the Registration StatementOffer Documents, the Schedule TO (including the Offer TO) or (vi) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or any Governmental Authority. If this Agreement is terminated prior to before the Effective Time, Pulte Parent and Acquisition each will, at the request of the Company, deliver to the Company all documents and other material obtained by Pulte Parent or Acquisition from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by PulteParent or Acquisition. (b) From the date of this Agreement until the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents and other material obtained by the Company from Pulte or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by the Company.

Access to Properties, Books and Records. (a) From the date of this Agreement until the earlier of the Effective TimeTime or the time this Agreement is terminated in accordance with Article 8, the Company will, and will cause each of its subsidiaries to, give representatives of Pulte Parent and Acquisition, or of any potential lenders or other sources of financing to Parent, the Company or the Surviving Corporation, full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to the Company's business, hours to all of their respective properties, books and records. Pulte records and to personnel of FIDAC who are knowledgeable about the various aspects of the business of the Company and its subsidiaries, provided that the Company will not be required by this Section to permit any inspection, or to disclose any information, that in the reasonable judgment of the FIDAC employees responsible for managing the Company, or of the Special Committee, would result in the disclosure of a trade secret of a third party not related to the Company or FIDAC, or violate any of the Company’s obligations to a third party not related to the Company or FIDAC with respect to confidentiality, if the Company (through the FIDAC employees responsible for managing the Company) has used reasonable efforts to obtain the consent of the third party to the inspection or disclosure. (b) Until the Effective Time, Parent and Acquisition each will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books books, records and records personnel of the Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Pulte Parent or a subsidiary Acquisition from a third party which, insofar as Pulte Parent or Acquisition is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Pulte Parent, Acquisition or a subsidiary other of Parent’s affiliates before it was made available to Pulte Parent or its representative Acquisition or their representatives by the Company or a subsidiarysubsidiary (other than information disclosed to FIDAC or its employees in the course of FIDAC’s managing the Company), (iv) otherwise is independently developed by Pulte Parent or a subsidiaryAcquisition or their affiliates (other than FIDAC), or (v) Pulte Parent reasonably believes is required to be included in the Registration StatementOffer Documents, the Schedule TO (including the Offer TO) or the Proxy Statement or (vi) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other governmental authority. If this Agreement is terminated prior to before the Effective Time, Pulte Parent and Acquisition each will, at the request of the Company, deliver to the Company all documents and other material obtained by Pulte Parent or Acquisition from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by PulteParent or Acquisition. (b) From the date of this Agreement until the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents and other material obtained by the Company from Pulte or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by the Company.

Access to Properties, Books and Records. (a) From the date of this Agreement until the earlier of the Effective TimeTime or the time this Agreement is terminated in accordance with Article 7, the Company will, and will cause each of its subsidiaries to, give representatives of Pulte Acquisition and Lennar, and representatives of any lenders from which Acquisition or Lennar is seeking to obtain financing for the Surviving Corporation after the Merger, upon reasonable notice, full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to the Company's business, hours to all of their respective properties, books and records, provided that right of access is exercised in a manner that does not unreasonably interfere with the Company's or its subsidiaries' normal business activities. Pulte Acquisition and Lennar each will, and will cause each of its representatives to, hold all information it receives as a result of its access to the properties, books and records of the Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Pulte Acquisition or a subsidiary Lennar from a third party which, insofar as Pulte Acquisition or Lennar is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Pulte Acquisition, Lennar or a subsidiary any other of Lennar's subsidiaries before it was made available to Pulte Acquisition or Lennar or its representative by the Company or a subsidiary, (iv) otherwise is independently developed by Pulte Acquisition, Lennar or a subsidiaryanother of Lennar's subsidiaries, or (v) Pulte Acquisition or Lennar reasonably believes is required to be included in the Registration Offering Documents, the Schedule TO or the Proxy Statement. If this Agreement is terminated prior to before the Effective Time, Pulte Acquisition and Lennar each will, at the request of the Company, deliver to the Company all documents and other material obtained by Pulte Acquisition or Lennar from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by PulteAcquisition or Lennar. (b) From the date of this Agreement until the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents and other material obtained by the Company from Pulte or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by the Company.

Access to Properties, Books and Records. (a) From Subject to the Confidentiality Agreement, during the period from the date of this Agreement until hereof through the Effective TimeClosing Date, the Company willSeller shall, and will Seller shall cause each of its subsidiaries Subsidiaries to, give Buyer and its authorized representatives of Pulte full reasonable access during normal regular business hours, upon reasonable notice and in a manner that will minimize the disruption to the Company's business, hours to all of their respective propertiesoffices, books and records. Pulte will, and will cause its representatives to, hold all information it receives as a result of its access to the propertiesFacilities, books and records of the Company or Company, the Business and the Transferred Assets as Buyer may reasonably request, provided that (a) Buyer and its subsidiaries representatives shall take such action as is deemed necessary in confidence, except the reasonable judgment of Seller to the extent that information (i) is or becomes available to the public (other than schedule such access and visits through a breach designated officer of this Agreement)Seller and in such a way as to avoid disrupting in any material respect the normal operation of the Business, (iib) becomes available Seller shall not be required to Pulte take any action which would constitute a waiver of the attorney-client or a subsidiary from a third party other privilege and (c) Seller need not supply Buyer with any information which, insofar as Pulte is awarein the reasonable judgment of Seller after consulting with outside counsel, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Pulte or a subsidiary before it was made available to Pulte or its representative by the Company is under a contractual or a subsidiarylegal obligation not to supply, (iv) otherwise is independently developed by Pulte or a subsidiary, or (v) Pulte reasonably believes is required provided that Seller will use its reasonable best efforts to be included in the Registration Statement. If this Agreement is terminated prior enable Buyer to the Effective Time, Pulte will, at the request of the Company, deliver have access to the Company all documents and other material obtained by Pulte from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Pultesuch information. (b) From After the date of this Agreement Closing Date, Buyer shall, and shall cause the Company and its Subsidiaries to, until the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives seventh anniversary of the Company full access Closing Date, retain all material books, records and other documents pertaining to the Business in existence on the Closing Date and to make the same available for inspection and copying by Seller (at Seller’s expense) solely for bona fide reporting and compliance purposes during normal business hourshours of the Company, upon reasonable notice request and in a manner upon reasonable notice; provided that will minimize the disruption to Pulte's business, to all foregoing right of their respective properties, books inspection and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is copying shall not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents and other material obtained by the Company from Pulte or a subsidiary apply in connection with a Proceeding in which Buyer and Seller are adverse to one another. No such books, records or documents shall be destroyed after the transactions which are seventh anniversary of the subject of this Agreement Closing Date by Buyer or evidence that that material has been destroyed by the CompanyCompany without first advising Seller in writing and giving Seller a reasonable opportunity to obtain possession thereof.

Access to Properties, Books and Records. (a) From Prior to the date of this Agreement until the Effective TimeClosing Date, the Company willBARRA shall give GAT and Innosearch and its counsel and accountants full access, and will cause each of its subsidiaries to, give representatives of Pulte full access during normal business hours, hours and upon reasonable notice and in a manner that will minimize the disruption to the Company's businessrequests, to all of their respective its properties, books books, contracts, commitments and records. Pulte willrecords including, and will cause its representatives but not limited to, hold all information it receives as a result the corporate, financial and operational records, reports, instructions, procedures, tax returns and filings, tax settlement letters, material contracts or commitments, regulatory examinations and correspondence and shall allow GAT and Innosearch to make copies of its access such materials (to the propertiesextent not legally prohibited) and shall furnish GAT and Innosearch with all such information concerning its affairs as GAT and Innosearch may reasonably request. BARRA shall also cause Deloitte & Touch LLP ("DT") to make available to GAT and Innosearch, its accountants, counsel and other agents, to the extent reasonably requested in connection with such review, DT work papers and documentation relating to its work papers and its audits of the books and records of BARRA. Documents requested pursuant to this Section 3.1(h) that are protected pursuant to confidentiality agreements or are subject to attorney-client privilege ("BARRA Confidential Documents") shall not be subject to this Section 3.1(h). Notwithstanding the Company or its subsidiaries in confidenceforegoing, except BARRA shall disclose to GAT and Innosearch the extent that information (i) is or becomes available general subject matter of the BARRA Confidential Documents requested pursuant to the public (other than through a breach of this AgreementSection 3.1(h), and any matter therein which would have a material adverse effect on this transaction. Client files that are protected pursuant to confidentiality agreements signed with BARRA, pursuant to fiduciary obligations to maintain confidentiality under the Advisers Act (iias defined in Section 4.8(a)) becomes available or are subject to Pulte attorney-client privilege, and that are requested pursuant to this Section 3.1(h), shall not be subject to this Section 3.1(h) ("BARRA Confidential Files"). Notwithstanding the foregoing, BARRA shall disclose to GAT or a subsidiary from a third party whichInnosearch on attached Schedule 3.1(h), insofar as Pulte is aware, is not under an obligation to the Company, or to a subsidiary general subject matter of the Company, BARRA Confidential Files requested pursuant to keep the information confidential, (iii) was known to Pulte or a subsidiary before it was made available to Pulte or its representative by the Company or a subsidiary, (iv) otherwise is independently developed by Pulte or a subsidiary, or (v) Pulte reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, Pulte will, at the request of the Company, deliver to the Company all documents and other material obtained by Pulte from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Pulte. (b) From the date of this Agreement until the Effective Time, Pulte willSection 3.1(h), and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in any matter therein which would have a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of material adverse effect on this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents and other material obtained by the Company from Pulte or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by the Companytransaction.

Access to Properties, Books and Records. (a) From the date hereof until the Closing or the earlier termination of this Agreement until the Effective TimeAgreement, the Company willCompany, consistent with applicable Law, shall provide Parent and will cause each of its subsidiaries to, give authorized representatives of Pulte full (including Parent’s Debt Financing Sources and Equity Financing Sources and their representatives) with reasonable access during normal business hours, at all reasonable times and upon reasonable advance notice and in a manner that will minimize the disruption to the Company's businessoffices, to all of their respective properties, books and records. Pulte willofficers, and will cause its representatives to, hold all information it receives as a result of its access to the propertiesemployees, books and records of the Company Group in order for Parent to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company Group, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures) and does not jeopardize the health and safety of any employee of the Company Group; provided that, such access does not unreasonably interfere with the normal operations of the Company Group; provided, further, that all requests for access shall be directed to ▇▇▇▇▇ ▇▇▇▇ (as representative for the Company) or such other person(s) as he may designate from time to time (each such person, an “Authorized Representative”); and provided, further, that such access shall not extend to any (a) environmental sampling or testing or invasive or subsurface investigation, (b) Trade Secrets or (c) any information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided that, the Company shall use its subsidiaries reasonable best efforts to make alternative arrangements to disclose such privileged information in confidencea manner that does not waive or violate such privilege). Neither the Company nor Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.02, except and neither Parent, Purchaser, Merger Sub nor any other Person may rely on the accuracy of any such information, in each case, other than the representations and warranties of Seller and the Company set forth in Article IV, Article V and Article VII (only to the extent that information (iSection 7.01(b) is or becomes available to incorporated by reference into Section 5.09(b)) as qualified by the public (other than through a breach Disclosure Schedules in accordance with Section 13.06 of this Agreement), (ii) becomes available . The information provided - 75 - pursuant to Pulte or a subsidiary from a third party which, insofar as Pulte is aware, is not under an obligation to this Section 7.02 will be used solely for the Company, or to a subsidiary purpose of effecting the transactions contemplated by this Agreement and will be governed by all the terms and conditions of the Company, to keep the information confidential, (iii) was known to Pulte or a subsidiary before it was made available to Pulte or its representative by the Company or a subsidiary, (iv) otherwise is independently developed by Pulte or a subsidiary, or (v) Pulte reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, Pulte will, at the request of the Company, deliver to the Company all documents and other material obtained by Pulte from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by PulteConfidentiality Agreement. (b) From the date of this Agreement until the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents and other material obtained by the Company from Pulte or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by the Company.