Common use of Covenants Regarding Information Clause in Contracts

Covenants Regarding Information. (a) From the date hereof until the Closing Date, Seller shall, and shall use its commercially reasonable efforts to cause the Joint Ventures to, provide Buyer and its Representatives with access to the properties, plants or other facilities of, and information (including books and records) regarding, the Company Group and the Non-Controlled Joint Ventures Group and their material operations, in each case, as reasonably requested by Buyer with at least two Business Days’ notice for the purpose of facilitating the Debt Financing, integration planning and the Closing; provided, however, that any such access shall be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as to not (a) unreasonably interfere with the normal operations of the Company Group and the Non-Controlled Joint Ventures Group, (b) create a material risk of damage or destruction to any material property or assets of the Company Group or the Non-Controlled Joint Ventures Group or (c) fail to comply with the applicable entity’s health and safety protocols and instructions; provided, further, that with respect to any properties, plants or other facilities of the Company Group or the Non-Controlled Joint Ventures Group, any such access shall not include access for the purpose of conducting any real property assessments (other than standard title and survey work), environmental analysis (other than a desktop or walking analysis) or other intrusive testing of any such properties, plants or other facilities. Notwithstanding anything to the contrary in this Agreement, neither Seller, the Company Group nor the Non-Controlled Joint Ventures Group shall be required to provide access to any information to Buyer or its Representatives if Seller determines that (i) on advice of counsel, such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof, (iii) the information to be accessed is pertinent to any litigation in which the Company or any of its Affiliates (including Seller), on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties, or (iv) the information to be accessed relates to the Company Group’s or the Non-Controlled Joint Ventures Group’s entry into or conducting of the sale process that is the subject of this Agreement prior to the execution of this Agreement, including any information related to proposals from other Persons relating to any other similar potential transaction with Seller, the Company Group or the Non-Controlled Joint Ventures Group. Nothing in this Section 5.2 shall be construed to require Seller, the Company Group, the Non-Controlled Joint Ventures Group or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that is not typically prepared in the past practices of such Person. Subject to applicable Law, Seller shall provide to Buyer at or promptly following Closing all original or, to the extent originals are not readily available, copies of all, books records, documents and data (whether tangible, electronic or otherwise) (i) owned by, or in the possession or control of, Seller which primarily relate to any member of the Company Group or Non-Controlled Joint Ventures Group or (ii) owned by, or in the possession or control of, any member of the Company Group (provided, that the foregoing shall not include any materials related to (x) the sale process relating to the transactions contemplated by this Agreement, (y) any information that is the subject of attorney-client or similar privilege or (z) any information pertaining to Seller itself (including materials relating to its board of directors) that is not related to the transactions contemplated hereunder (including, without limitation, Seller’s regulated utility business or its hydroelectric power generation businesses). (b) From the date hereof until the Closing Date, (i) Seller shall prepare and deliver to Buyer on a monthly basis (i) asset level financial performance reports for each Project owned by the Company Group and (ii) subject to the reasonable availability to Seller of operations, performance and financial information asset level financial performance reports for each Project owned by the Non-Controlled Joint Ventures Group to the extent such information is reasonably available to Seller, in each case, in such form as may be reasonably requested by Buyer. (c) Buyer shall have the right, but not the obligation, to require Seller to meet at least twice per month (with reasonable advance written notice to Seller), to make decisions on strategic actions with respect to the development of the Development Projects and any modifications to the Development Projects Budget or the Locked Box Period Development Budget. Each Party shall be represented by at least one Representative of such Party (jointly, the “Development Committee”) at any such meeting. Within two Business Days following each meeting, a selected representative of the Development Committee shall distribute a written summary of the meeting and any decisions made or issues identified to the Parties. The Parties shall work together in good faith to resolve any issue identified by, or brought to the attention of, the Development Committee. (d) From the date hereof until the Closing Date, Seller shall prepare and deliver to Buyer on a monthly basis progress updates, relevant economic analysis and expenditures with respect to the development of each Development Project, to the extent such information is reasonably available to Seller, in such form as may be reasonably requested by Buyer.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall, and shall use its commercially reasonable efforts to cause the Joint Ventures to, provide CCR Entities to afford the Buyer and its Representatives with reasonable access to the properties, offices, plants or and other facilities offacilities, and information (including books and records) regarding, records of the Company Group CCR Entities for any reasonable purpose related to this Agreement and the Non-Controlled Joint Ventures Group and their material operationstransactions contemplated hereby, in each case, as reasonably requested by Buyer with at least two Business Days’ notice for the purpose of facilitating the Debt Financing, integration planning and the Closing; provided, however, that any such access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not unreasonably to not (a) unreasonably interfere with the normal operations of the Company Group CCR Entities, and the Non-Controlled Joint Ventures Group, (b) create a material risk of damage or destruction shall be subject to any material property or assets of the Company Group or the Non-Controlled Joint Ventures Group or (c) fail to comply with the applicable entity’s health and safety protocols and instructionslimitations resulting from any Public Health Measures; provided, further, that with respect to any properties, plants or other facilities of the Company Group or the Non-Controlled Joint Ventures GroupCCR Entities, any such access shall not include access for the purpose of conducting any real property assessments (other than standard title and survey work)assessments, environmental analysis (other than a desktop or walking analysisPhase I assessment) or other intrusive testing of any such properties, plants or other facilities. Notwithstanding anything to the contrary in this Agreement, neither Seller, of the Company Group nor the Non-Controlled Joint Ventures Group CCR Entities shall be required to provide access to any information to the Buyer or its Representatives if Seller the Company reasonably determines that (i) on advice of counsel, such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable LawLaws (including any Public Health Measures), fiduciary duty or binding agreement entered into prior to the date hereof; provided, that the parties will cooperate to implement appropriate and mutually agreeable measures to permit the disclosure of such information, including by entry into a customary non-disclosure agreements with respect to any information or access so provided, (iii) the information to be accessed is pertinent to any litigation in which the Company or any of its Affiliates (including Seller)Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties, or (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature or (v) the information to be accessed relates to any consolidated, combined or unitary Tax Return filed by the Company Group’s or the Non-Controlled Joint Ventures Group’s entry into or conducting of the sale process that is the subject of this Agreement prior to the execution of this Agreement, including any information related to proposals from other Persons relating to any other similar potential transaction with Seller, the Company Group or the Non-Controlled Joint Ventures Group. Nothing in this Section 5.2 shall be construed to require Seller, the Company Group, the Non-Controlled Joint Ventures Group any of their Affiliates or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that is not typically prepared in the past practices of such Person. Subject to applicable Law, Seller shall provide to Buyer at or promptly following Closing all original or, to the extent originals are not readily available, copies of all, books records, documents and data (whether tangible, electronic or otherwise) (i) owned by, or in the possession or control of, Seller which primarily relate to any member of the Company Group or Non-Controlled Joint Ventures Group or (ii) owned by, or in the possession or control of, any member of the Company Group (provided, that the foregoing shall not include any materials related to (x) the sale process relating to the transactions contemplated by this Agreement, (y) any information that is the subject of attorney-client or similar privilege or (z) any information pertaining to Seller itself (including materials relating to its board of directors) that is not related to the transactions contemplated hereunder (including, without limitation, Seller’s regulated utility business or its hydroelectric power generation businesses)predecessor entities. (b) From In order to facilitate the date hereof until resolution of any claims made against or incurred by Seller (as it relates to the Closing Datebusiness of the CCR Entities), for a period of five years after the Closing, Buyer shall (i) Seller shall prepare retain the books and deliver records relating to Buyer on a monthly basis (i) asset level financial performance reports for each Project owned by the Company Group business of the CCR Entities relating to periods prior to the Closing and (ii) afford the Representatives of Seller reasonable access (including the right to make, at Seller’s expense, photocopies), subject to the reasonable availability any limitations resulting from any Public Health Measures, during normal business hours, to such books and records; provided, however, that Buyer shall notify Seller in writing at least 30 days in advance of operations, performance destroying any such books and financial information asset level financial performance reports for each Project owned by the Non-Controlled Joint Ventures Group records prior to the extent such information is reasonably available to Seller, in each case, in such form as may be reasonably requested by Buyer. (c) Buyer shall have the right, but not the obligation, to require Seller to meet at least twice per month (with reasonable advance written notice to Seller), to make decisions on strategic actions with respect to the development fifth anniversary of the Development Projects Closing Date in order to provide Seller the opportunity to copy such books and any modifications to the Development Projects Budget or the Locked Box Period Development Budget. Each Party shall be represented by at least one Representative of such Party (jointly, the “Development Committee”) at any such meeting. Within two Business Days following each meeting, a selected representative of the Development Committee shall distribute a written summary of the meeting and any decisions made or issues identified to the Parties. The Parties shall work together records in good faith to resolve any issue identified by, or brought to the attention of, the Development Committeeaccordance with this Section 5.2(b). (d) From the date hereof until the Closing Date, Seller shall prepare and deliver to Buyer on a monthly basis progress updates, relevant economic analysis and expenditures with respect to the development of each Development Project, to the extent such information is reasonably available to Seller, in such form as may be reasonably requested by Buyer.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller and the Company shall, and the Company shall use cause its commercially reasonable efforts to cause the Joint Ventures Subsidiaries to, provide afford the Buyer and its Representatives with (including the R&W Insurer and its Representatives) reasonable access to the properties, offices, plants or and other facilities offacilities, books and records (including personnel records in accordance with applicable Law) of the Company, its Subsidiaries, and information (including books the Qdoba Business, and records) regarding, furnish the Company Group and the Non-Controlled Joint Ventures Group and their material operations, in each case, as reasonably requested by Buyer with at least two Business Days’ notice for such financial, operating and other data and information as the purpose of facilitating the Debt Financing, integration planning and the ClosingBuyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the CompanySeller’s personnel and in such a manner as not unreasonably to not (a) unreasonably interfere with the normal operations of the Company Group and the Non-Controlled Joint Ventures Group, (b) create a material risk of damage or destruction to any material property or assets of the Company Group or the Non-Controlled Joint Ventures Group or (c) fail to comply with the applicable entity’s health and safety protocols and instructions; provided, further, that with respect to any properties, plants or other facilities of the Company Group or the Non-Controlled Joint Ventures Group, any such access shall not include access for the purpose of conducting any real property assessments (other than standard title and survey work), environmental analysis (other than a desktop or walking analysis) or other intrusive testing of any such properties, plants or other facilitiesQdoba Business. Notwithstanding anything to the contrary in this Agreement, neither none of the Seller, the Company Group nor the Non-Controlled Joint Ventures Group or any of its Subsidiaries shall be required to provide access to any information to the Buyer or its Representatives if the Seller determines that that, in the Seller’s sole discretion, (i) on advice of counsel, such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable LawLaws, fiduciary duty or binding agreement entered into prior to the date hereof, (iii) the information to be accessed is pertinent to any litigation in which the Company Seller or any of its Affiliates (including Seller)Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties, or (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature and would cause competitive harm to the Seller or the Company if the transactions contemplated hereunder do not close, or (v) the information to be accessed relates to the Company Group’s any consolidated, combined or the Non-Controlled Joint Ventures Group’s entry into or conducting unitary Return of the sale process that is the subject of this Agreement prior to the execution of this Agreement, including any information related to proposals from other Persons relating to any other similar potential transaction with Seller, the Company Group or the Non-Controlled Joint Ventures Group. Nothing in this Section 5.2 shall be construed to require Seller, the Company Group, the Non-Controlled Joint Ventures Group any of their Affiliates (or any of their respective Representatives to prepare predecessor entities) or any reports, analyses, appraisals, opinions other Return of the Seller or other information any of its Affiliates that is does not typically prepared in the past practices of such Person. Subject to applicable Law, Seller shall provide to Buyer at or promptly following Closing all original or, relate solely to the extent originals are not readily available, copies of all, books records, documents Company and data (whether tangible, electronic its Subsidiaries or otherwise) (i) owned by, or in the possession or control of, Seller which primarily relate to any member of the Company Group or Non-Controlled Joint Ventures Group or (ii) owned by, or in the possession or control of, any member of the Company Group (provided, that the foregoing shall not include any materials related to (x) the sale process relating to the transactions contemplated by this Agreement, (y) any information that is the subject of attorney-client or similar privilege or (z) any information pertaining to Seller itself (including materials relating to its board of directors) that is not related to the transactions contemplated hereunder (including, without limitation, Seller’s regulated utility business or its hydroelectric power generation businesses)Qdoba Business. (b) From In order to facilitate the date hereof until resolution of any claims made against or incurred by the Closing DateSeller (as such claims relate to the Company, its Subsidiaries or the Qdoba Business), for a period of seven years after the Closing, the Buyer shall (i) Seller shall prepare retain the books and deliver records relating to Buyer on a monthly basis (i) asset level financial performance reports for each Project owned by the Company Group Company, its Subsidiaries and the Qdoba Business relating to periods prior to the Closing and (ii) subject afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least thirty (30) days in advance of destroying any such books and records prior to the reasonable availability seventh anniversary of the Closing Date in order to provide the Seller of operations, performance the opportunity to copy such books and financial information asset level financial performance reports for each Project owned by the Non-Controlled Joint Ventures Group to the extent such information is reasonably available to Seller, records in each case, in such form as may be reasonably requested by Buyeraccordance with this Section 6.2(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer, the Company or any of its Subsidiaries, for a period of seven years after the Closing, the Seller shall (i) retain the books and records relating to the Company and its Subsidiaries relating to periods prior to the Closing that shall not otherwise have been delivered to the Buyer shall have and (ii) upon reasonable notice, afford the rightRepresentatives of the Buyer reasonable access (including the right to make, but not at the obligationBuyer’s expense, photocopies), during normal business hours, to require such books and records; provided, however, that the Seller to meet shall notify the Buyer in writing at least twice per month thirty (with reasonable 30) days in advance written notice to Seller), to make decisions on strategic actions with respect of destroying any such books and records prior to the development seventh anniversary of the Development Projects Closing Date in order to provide the Buyer the opportunity to copy such books and any modifications to the Development Projects Budget or the Locked Box Period Development Budget. Each Party shall be represented by at least one Representative of such Party (jointly, the “Development Committee”) at any such meeting. Within two Business Days following each meeting, a selected representative of the Development Committee shall distribute a written summary of the meeting and any decisions made or issues identified to the Parties. The Parties shall work together records in good faith to resolve any issue identified by, or brought to the attention of, the Development Committeeaccordance with this Section 6.2(c). (d) From the date hereof until the Closing Date, Seller shall prepare and deliver to Buyer on a monthly basis progress updates, relevant economic analysis and expenditures with respect to the development of each Development Project, to the extent such information is reasonably available to Seller, in such form as may be reasonably requested by Buyer.

Covenants Regarding Information. (a) From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Seller shall, and shall use its commercially reasonable efforts to cause the Joint Ventures each Company Group Member to, provide afford the Buyer and its Representatives with access (including for inspection and copying), upon reasonable prior notice and during normal business hours, to the Representatives, properties, offices, plants or and other facilities offacilities, and information (including books Books and records) regarding, Records of the Company Group and the Non-Controlled Joint Ventures Group and their material operations, in each case, as reasonably requested by Buyer with at least two Business Days’ notice for the purpose of facilitating the Debt Financing, integration planning and the ClosingGroup; provided, however, that access to such Representatives, properties, offices, plants and other facilities and Books and Records shall not unreasonably interfere with the conduct of the business of the Seller or any Company Group Member. The Buyer shall indemnify and hold harmless the Seller and the Company Group Members from and against any Losses that may be incurred by any of them arising out of or related to the use, storage or handling of (i) any personally identifiable information relating to employees, providers or customers of any Company Group Member and (ii) any other information that is protected by applicable Law (including privacy and Competition Laws) or Contract and to which the Buyer or its Representatives are afforded access pursuant to the terms of this Agreement. Notwithstanding anything herein to the contrary, no such access or examination shall be conducted at Buyer’s expensepermitted to the extent that it would (x) require the Seller or any Company Group Member to disclose information subject to attorney-client privilege or attorney work product privilege, conflict with any third party confidentiality obligations to which the Seller or any Company Group Member is bound, or (y) be reasonably likely to cause any Company Group Member or the Seller to violate any applicable Law. (b) Within thirty (30) days from the Closing Date, the Seller will deliver or cause to be delivered to the Buyer or the Company Group all Books and Records in the possession of the Seller or its Affiliates, except to the extent necessary to fulfill its (or their) commitments under the Transition Services Agreement. (c) As from the date hereof, the Seller shall promptly notify the Buyer after becoming aware of or receiving any written notice from a Major Customer that it will, or intends to, decrease its purchases, support or distribution of Products in any material respect. (d) Following the Closing Date, in order to facilitate the resolution of any claims made by or against or incurred by the Seller after the Closing or for any other reasonable purpose, for a period of six years following the Closing, the Buyer shall, and shall cause its Affiliates (including the Company Group Members) to: (i) allow the Seller, upon reasonable prior notice and during normal business hours, under through their respective Representatives, the supervision right to (A) examine and make copies, at Seller’s expense, of the CompanyBooks and Records for periods prior to the Closing and (B) interview the Buyer’s personnel and its Affiliates’ employees, in the case of either clause (i)(A) or (i)(B), in connection with the preparation or examination of Tax returns and financial statements; and (ii) maintain such a manner as pre-closing Books and Records for the Seller’s examination and copying. The Buyer shall maintain and make available to the Seller the Books and Records for periods prior to the Closing for at least six years after the Closing Date or longer if legally required to do so. Access to such employees and pre-closing Books and Records shall not (a) unreasonably interfere with the normal business operations of the Company Group Buyer or its Affiliates. The Seller shall indemnify and hold harmless the Non-Controlled Joint Ventures Group, (b) create a material risk of damage or destruction to any material property or assets of Buyer and the Company Group Members from and against any Losses that may be incurred by any of them arising out of or related to the Non-Controlled Joint Ventures Group use, storage or handling of (ci) fail any personally identifiable information relating to comply with the applicable entity’s health and safety protocols and instructions; providedemployees, further, that with respect to providers or customers of any properties, plants or other facilities of the Company Group or the Non-Controlled Joint Ventures Group, Member and (ii) any such access shall not include access for the purpose of conducting any real property assessments other information that is protected by applicable Law (other than standard title and survey work), environmental analysis (other than a desktop or walking analysisincluding privacy Laws) or other intrusive testing Contract and to which the Seller or its Representatives are afforded access pursuant to the terms of any such properties, plants or other facilitiesthis Agreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, neither Seller, no such access or examination shall be permitted to the extent that it would (x) require the Buyer or any Company Group nor the Non-Controlled Joint Ventures Group shall be required Member to provide access disclose information subject to any information to Buyer or its Representatives if Seller determines that (i) on advice of counsel, such access would jeopardize any attorney-client privilege or other legal attorney work product privilege, (ii) such access would contravene conflict with any applicable Law, fiduciary duty or binding agreement entered into prior third party confidentiality obligations to the date hereof, (iii) the information to be accessed is pertinent to any litigation in which the Company Buyer or any of its Affiliates (including Seller), on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse partiesCompany Group Member) is bound, or (ivy) be reasonably likely to cause any Company Group Member or the information Buyer to be accessed relates violate any applicable Law. (e) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Company Group after the Closing or for any other reasonable purpose, for a period of six years following the Closing, the Seller shall: (i) retain all books, documents, information, data, files and other records of the Seller that relate to the Company Group’s or Group and/or the Non-Controlled Joint Ventures Group’s entry into or conducting of the sale process that is the subject of this Agreement Business for periods prior to the execution of this AgreementClosing and which shall not otherwise have been delivered to the Buyer or the Company Group; (ii) upon reasonable notice, including any information related to proposals from other Persons relating to any other similar potential transaction with Seller, afford the Buyer and the Company Group and their respective Representatives reasonable access (including for inspection and copying, at the Buyer’s expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the Business or the Non-Controlled Joint Ventures Group. Nothing Company Group prior to the Closing Date; and (iii) furnish the Buyer and the Company Group and their respective Representatives reasonable assistance (at the Buyer’s expense), including access to personnel, in this Section 5.2 connection with any such claims and other proceedings; provided, that such access shall be construed granted until the later of six years following the Closing and the expiration date of the applicable statute of limitations with respect to require Sellertax matters. The Seller shall permit, promptly upon reasonable request, the Buyer and the Company Group, the Non-Controlled Joint Ventures Group or any of and their respective Representatives to prepare use original copies of any reportssuch records for purposes of litigation; provided, analyses, appraisals, opinions or other information that is such records shall promptly be returned to the Seller following such use. The Seller shall not typically prepared in destroy any such books and records without providing the past practices Buyer with written notice detailing the contents of such Personbooks and records, and providing the Buyer with the opportunity to obtain such books and records, at least 90 days prior to the destruction thereof. Subject Notwithstanding anything herein to applicable Lawthe contrary, Seller no such access or examination shall provide to Buyer at or promptly following Closing all original or, be permitted to the extent originals are not readily availablethat it would (x) require the Seller to disclose information subject to attorney-client privilege or attorney work product privilege, copies of all, books records, documents and data (whether tangible, electronic or otherwise) (i) owned byconflict with any third party confidentiality obligations to which the Seller is bound, or (y) be reasonably likely to cause the Seller to violate any applicable Law. To the extent any books and records referred to in the possession or control of, Seller which primarily this Section 5.3(d) contain material that does not relate to any member of the Company Group or Non-Controlled Joint Ventures Group or (ii) owned by, or in and/or the possession or control of, any member of the Company Group (provided, that the foregoing shall not include any materials related to (x) the sale process relating Business for periods prior to the transactions contemplated by this AgreementClosing, (y) any information that is the subject of attorney-client or similar privilege or (z) any information pertaining to Seller itself (including materials relating to its board of directors) that is not related to the transactions contemplated hereunder (including, without limitation, Seller’s regulated utility business or its hydroelectric power generation businesses). (b) From the date hereof until the Closing Date, (i) Seller shall prepare and deliver be entitled to Buyer on a monthly basis (i) asset level financial performance reports for each Project owned by the Company Group and (ii) subject to the reasonable availability to Seller of operations, performance and financial information asset level financial performance reports for each Project owned by the Non-Controlled Joint Ventures Group to the extent such information is reasonably available to Seller, in each case, in such form as may be reasonably requested by Buyer. (c) Buyer shall have the right, but not the obligation, to require Seller to meet at least twice per month (with reasonable advance written notice to Seller), to make decisions on strategic actions with respect to the development of the Development Projects and any modifications to the Development Projects Budget or the Locked Box Period Development Budget. Each Party shall be represented by at least one Representative of such Party (jointly, the “Development Committee”) at redact any such meeting. Within two Business Days following each meeting, a selected representative of the Development Committee shall distribute a written summary of the meeting and any decisions made or issues identified to the Parties. The Parties shall work together in good faith to resolve any issue identified by, or brought to the attention of, the Development Committeematerial. (d) From the date hereof until the Closing Date, Seller shall prepare and deliver to Buyer on a monthly basis progress updates, relevant economic analysis and expenditures with respect to the development of each Development Project, to the extent such information is reasonably available to Seller, in such form as may be reasonably requested by Buyer.