Common use of Information and Access Clause in Contracts

Information and Access. (a) From the date hereof until the earlier of the Closing Date or termination of this Agreement, (i) Seller shall permit, and shall cause the Company to permit, Purchaser and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal operations of the Company or Seller, to the premises, properties, directors, officers, employees, accountants, books, records, Contracts, Permits, documents and such financial and operating data and other information of the Company as Purchaser or its Representatives may reasonably request and (ii) Seller shall instruct its Representatives to reasonably cooperate with Purchaser and its Representatives in its access. Purchaser and each of its Representatives shall treat and hold as confidential any information provided hereunder in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto as Exhibit F (the “NDA”). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this Agreement shall be subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue in full force and effect thereafter in accordance with its terms. (b) Except as provided in Section 5.3(a), prior to the Closing Date, Purchaser and its Representatives shall not contact any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clients, as the case may be, of Purchaser or (ii) potential customers or clients, as the case may be, of Purchaser with which Purchaser has engaged in discussions on or prior to the date hereof, in each case, to the extent that such contact is limited to discussions about the business of Purchaser and does not involve the transactions contemplated by this Agreement; provided, further, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to engage in discussions with any such Person about the transactions contemplated hereby if such discussions are limited to matters involving publicly available information. (c) After the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or confidentiality obligation), reasonable access for inspection and copying of all books, records, Contracts, Permits and financial, operating and other information existing as of the Closing Date and relating to the Business or Seller, as applicable, to enable the party requesting such access to (i) in the case of Seller, prepare the Closing Date Balance Sheet, and (ii) comply with any reporting, filing or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirements). The party requesting such access and information shall reimburse the other party for all reasonable out of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein.

Information and Access. (a) From At any time during which the date hereof until Company does not file reports with a securities regulatory authority that are publicly available that contain such information, the earlier Company shall deliver to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Closing Date or termination Company and (b) the most recent unaudited quarterly financial statements of this Agreementthe Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) Seller shall permit, at any and shall cause the Company to permit, Purchaser and its Representatives to have all reasonable access times during normal business hours, hours on reasonable notice and in a such manner so as is not reasonably likely to interfere with adversely affect the normal operations of the Company or Seller, to the premises, properties, directors, officers, employees, accountants, books, records, Contracts, Permits, documents and such financial and operating data and other information of the Company as Purchaser or its Representatives may reasonably request and (ii) Seller shall instruct its Representatives to reasonably cooperate with Purchaser and its Representatives in its access. Purchaser and each any of its Representatives shall treat and hold as confidential any information provided hereunder in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto as Exhibit F (the “NDA”). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this Agreement shall be subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue in full force and effect thereafter in accordance with its terms. (b) Except as provided in Section 5.3(a), prior to the Closing Date, Purchaser and its Representatives shall not contact any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clientsSubsidiaries, as the case may be, to permit each of Purchaser Sponsor Holdings and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and (ii) potential customers to permit Sponsor Holdings and SHUSA to consult with the officers of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings or clientsSHUSA, as applicable, on significant corporate actions involving the case may beCompany and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of Purchaser with which Purchaser has engaged in discussions on assets, issuances of significant amounts of debt or prior equity and material amendments to the date hereoforganizational documents of the Company, in each case, to the extent that such contact consistent with applicable Law (and with respect to any information which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with the matters on which it is limited to discussions about the business of Purchaser and does not involve the transactions contemplated by this Agreement; providedconsulted as set forth in clause (ii) above, further, however, recognizing that the prior written consent ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of Seller this Section 4.15(a) shall not be required apply for Purchaser so long as any one or its Representatives more of the Original Sponsor Holdings Investors seek to engage in discussions with any such Person about qualify as a “venture capital operating company” within the transactions contemplated hereby if such discussions are limited to matters involving publicly available informationmeaning of C.F.R. Section 2510.3-101(d). (cb) After the Closing Date, Seller and Purchaser The Company shall, and shall cause their respective Affiliates each of its Subsidiaries to, provide simultaneously deliver to each other both of SHUSA and Sponsor Holdings all information (in the same form as delivered to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege SHUSA or confidentiality obligation), reasonable access for inspection and copying of all books, records, Contracts, Permits and financial, operating and other information existing as of the Closing Date and relating to the Business or SellerSponsor Holdings, as applicable, ) regarding the Company delivered by the Company either to enable SHUSA or any of its Affiliates (other than the party requesting such access Company) or to (i) in the case Sponsor Holdings or any of Seller, prepare the Closing Date Balance Sheet, and (ii) comply with any reporting, filing or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirements)its Affiliates. The party requesting such access and information shall reimburse the other party for all reasonable out provisions of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b4.15(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as apply until the party having custody or control thereof may impose to preserve the confidentiality occurrence of information contained thereinan Investor Group Termination.

Information and Access. (a) From Between the date hereof until the earlier of this Agreement and the Closing Date or termination of this AgreementDate, (i) Seller shall permit, afford to the officers and shall cause the Company to permit, authorized representatives and agents of Purchaser and its Representatives to have (“Purchaser Representatives”) reasonable access during normal business hours, to and in a manner so as not the right to interfere with reasonably inspect the normal operations of the Company or Seller, to the premisesFacilities, properties, directorsPurchased Assets, officersbooks and records of Sellers relating to the Business, employeeswhich right shall not include the right to conduct invasive tests or inspections without Seller’s written consent, accountants, books, records, Contracts, Permits, documents and will furnish Purchaser Representatives with such additional financial and operating data and other information of the Company as Purchaser or its Representatives may reasonably request and (ii) Seller shall instruct its Representatives to reasonably cooperate with Purchaser and its Representatives in its access. Purchaser and each of its Representatives shall treat and hold as confidential any information provided hereunder in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto as Exhibit F (the “NDA”). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this Agreement shall be subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue in full force and effect thereafter in accordance with its terms. (b) Except as provided in Section 5.3(a), prior to the Closing Date, Purchaser and its Representatives shall not contact any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clients, as the case may be, of Purchaser or (ii) potential customers or clients, as the case may be, of Purchaser with which Purchaser has engaged in discussions on or prior to the date hereof, in each case, to the extent that such contact is limited to discussions about the business of Purchaser and does not involve the transactions contemplated by this Agreement; provided, further, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to engage in discussions with any such Person about the transactions contemplated hereby if such discussions are limited to matters involving publicly available information. (c) After the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or confidentiality obligation), reasonable access for inspection and copying of all books, records, Contracts, Permits and financial, operating and other information existing as of the Closing Date and relating to the Business or Sellerthe Purchased Assets as Purchaser may from time to time reasonably request. Purchaser’s right of access and inspection shall be made in such a manner as not to unreasonably interfere with the operations of the Business, or otherwise . Notwithstanding the foregoing, Purchaser understands that with respect to financial information and legal matters including litigation matters, if requested by Purchaser, Sellers will provide such documents and information to Purchaser’s outside attorneys and accountants (who will be bound by confidentiality agreements) for their review. During the course of Purchaser’s due diligence and review of Sellers, the Business and the Purchased Assets, Purchaser and Purchaser Representatives as applicable, to enable in cooperation with the party requesting such Seller will be granted access to (i) in the case of Seller, prepare the Closing Date Balance Sheet, and (ii) comply meetings with any reportingand all customers, filing vendors, Employees or other requirements imposed third parties related to the Business, including creditors as reasonably determined by any Governmental Agency (including any Tax or SEC reportsthe Purchaser. Notwithstanding the foregoing, filings or requirements). The party requesting such access from and information shall reimburse after the other party for all reasonable out of pocket costs and expenses incurred date this Agreement is executed by such party in providing such access and information. The Purchaser, Purchaser acknowledges that its access to information contemplated as provided herein, and to the Facilities, offices, and books and records of the Business by Seller, and any communications with Sellers or its employees, representatives and agents, shall not be the basis for termination of this Section 5.3(b) Agreement or give rise to any other contingency to Closing, it being understood that Purchaser shall be during normal business hours have conducted all the due diligence reasonable and upon reasonable necessary for the negotiation and entry into this Agreement prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereindate.

Information and Access. (a) From Immediately upon execution by the date hereof until the earlier of the Closing Date or termination of parties to this Agreement, Seller shall make a good faith effort to give Buyer and Buyer's authorized representatives, upon reasonable notice and at any reasonable time before Closing, access to (i) Seller shall permitthe Properties, at Buyer's sole risk, cost and shall cause expense, for the Company to permitpurpose of inspecting the same, Purchaser and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal operations of the Company or Seller, to the premises, properties, directors, officers, employees, accountants, books, records, Contracts, Permits, documents and such financial and operating data and other information of the Company as Purchaser or its Representatives may reasonably request and (ii) all production, engineering and other technical data and records, and to all contract, land and lease records in Seller's possession which relate to the Properties; provided, however, that Seller shall instruct its Representatives have no obligation to reasonably cooperate with Purchaser provide Buyer such access to any data or information to which access cannot be legally provided to Buyer because of third party restrictions on Seller. Buyer assumes all risk of any change in the condition of the Properties from and its Representatives after the Effective Date until Closing, except to the extent such change may be attributed, in its accesswhole or in part, to the gross negligence (but not ordinary negligence) or willful misconduct of Seller. Purchaser Buyer shall repair any damage to the Properties resulting from any inspection by Buyer thereof and each of its Representatives shall treat Buyer does hereby agree to defend, indemnify and hold as confidential Seller harmless from and against any information provided hereunder in accordance with the terms and provisions all losses, costs, damages, obligations, claims, liabilities, expenses or causes of that certain Non-Disclosure Agreement attached hereto as Exhibit F (the “NDA”). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this Agreement shall be subject to the provisions action arising from Buyer's inspection of the NDA. Notwithstanding anything to Properties; including, without limitation, claims for personal injuries, property damage and attorneys' fees relating thereto, regardless of whether the contrary in same may result from the NDAnegligence of Seller, unless the terms same is the direct result of the NDA shall survive any termination of this Agreement and shall continue in full force and effect thereafter in accordance with its termsSeller's gross negligence or willful misconduct. (b) Seller will exercise reasonable diligence in safeguarding all engineering, geological and geophysical data, reports and maps and all other confidential data in its possession relating to the Properties. (c) Except as otherwise provided in Section 5.3(a)4.04 hereof, prior Seller makes no representation or warranty, express or implied, with respect to the Closing Dateaccuracy or completeness of (i) any information furnished or otherwise made available to Buyer, Purchaser and its Representatives shall not contact whether oral or written, (ii) any of the customersrecords or data, clients whether oral or employees of the Companywritten, now, heretofore or hereafter furnished or otherwise made available to Buyer, or (iii) any of the Company’s Subsidiaries other material furnished (or otherwise made available) to Buyer by Seller (in the case of or by Seller, to the extent primarily related to the Business) 's agents or representatives in connection with the transactions contemplated by this Agreement hereby, including, without the prior written consent of Sellerlimitation, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clients, as the case may be, of Purchaser or (ii) potential customers or clients, as the case may be, of Purchaser with which Purchaser has engaged in discussions on or prior to the date hereof, in each case, to the extent that such contact is limited to discussions about the business of Purchaser and does not involve the transactions contemplated by this Agreement; provided, further, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to engage in discussions with any such Person about the transactions contemplated hereby if such discussions are limited to matters involving publicly available information. (c) After the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or confidentiality obligation), reasonable access for inspection and copying of all books, records, Contracts, Permits and financial, operating and other information existing as description of the Closing Date and relating to the Business Properties, any title opinions, data or Seller, as applicable, to enable the party requesting such access to (i) in the case of Seller, prepare the Closing Date Balance Sheet, and (ii) comply with any reporting, filing or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirements). The party requesting such access and information shall reimburse the other party for all reasonable out of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein.pertaining thereto,

Information and Access. (a) From the date hereof until the earlier of the Closing Date or termination of this Agreement, (i) Seller shall permit, and shall cause the Company to permit, Purchaser and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal operations of the Company or Seller, to the premises, properties, directors, officers, employees, accountants, books, records, Contracts, Permits, documents and such financial and operating data and other information of the Company as Purchaser or its Representatives may reasonably request and (ii) Seller shall instruct its Representatives to reasonably cooperate with Purchaser and its Representatives in its access. Purchaser and each of its Representatives shall treat and hold as confidential any information provided hereunder in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto as Exhibit F (the “NDA”). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this Agreement shall be subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue in full force and effect thereafter in accordance with its terms. (b) Except as provided in Section 5.3(a), prior to the Closing Date, Purchaser and its Representatives shall not contact any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clients, as the case may be, of Purchaser or (ii) potential customers or clients, as the case may be, of Purchaser with which Purchaser has engaged in discussions on or prior to the date hereof, in each case, to the extent that such contact is limited to discussions about the business of Purchaser and does not involve the transactions contemplated by this Agreement; provided, further, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to engage in discussions with any such Person about the transactions contemplated hereby if such discussions are limited to matters involving publicly available information. (c) After through the Closing Date, Seller and Purchaser shallthe Company shall give Buyer and its counsel, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel accountants and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or confidentiality obligation), reasonable representatives access for inspection and copying of all books, records, Contracts, Permits and financial, operating and other information existing as of the Closing Date and relating to the Business or Seller, as applicable, to enable the party requesting such access to (i) in the case of Seller, prepare the Closing Date Balance Sheet, and (ii) comply with any reporting, filing or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirements). The party requesting such access and information shall reimburse the other party for all reasonable out of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b) shall be during normal business hours to all properties, books, contracts, documents and upon reasonable records, with respect to the affairs of the Company as Buyer may reasonably request at such times and in such manner as will not disrupt or interfere with the conduct of the Company's business. All such information shall be held confidential by Buyer pursuant to the terms of that certain confidentiality agreement dated May 2, 1997 between Seller and Buyer and dated November 17, 1996 between Seller and certain affiliates of Buyer (collectively, the "Confidentiality Agreement"). During such time, Seller will endeavor to give prompt notice to Buyer of any event which would make a representation or warranty untrue in any material respects or make it unable to comply with a covenant herein. As soon as practicable after Closing, Seller shall deliver to Buyer copies of the financial, accounting and other information and data maintained by and available to Seller with respect to the Company which is listed on Exhibit 8.1.3, and from and after the Closing Seller shall give Buyer and its representatives access to such information and data during normal business hours. Following the Closing, the Seller will hold, and will cause its affiliates to hold, and will cause their respective employees, representatives, consultants and advisors to hold, in strict confidence, unless compelled to disclose by judicial or administrative process, or, in the written opinion of its counsel, a copy of which will be promptly furnished to the Buyer, by other requirements of law, all documents and information concerning the Company or any of its subsidiaries (except to the extent that such information is in the public domain through no fault of the Buyer or its Affiliates). If the Seller shall be required to make disclosure of any such information by operation of the law, the Seller shall give the Buyer prior written notice of the making of such disclosure and shall be subject use all reasonable efforts to afford the Buyer an opportunity to contest the making of such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereindisclosure.

Information and Access. (a) From the date hereof until the earlier of the Closing Date or termination of this Agreement, (i) Seller shall permit, and shall cause the Company to permit, permit representatives of Purchaser and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal operations of the Company or SellerSeller and its Subsidiaries, to the all premises, properties, directors, officers, employeespersonnel, accountants, books, records, Contractscontracts and documents of Seller which relate primarily to the Business (collectively, Permits"RECORDS"), documents and such financial and operating data and other subject to the following exceptions: (i) Purchaser recognizes that certain Records may contain only incidental information relating to the Business or may primarily relate to the Seller or any of its Affiliates, or the businesses of the Company Seller or any of its Affiliates other than the Business, and Seller and its Affiliates may retain such Records and Seller may deliver appropriately excised, but otherwise true and correct copies of such Records so long as Purchaser or its Representatives may reasonably request and the effect of such excising is not to omit information from the Records necessary for the conduct of the Business; (ii) Seller shall instruct and each of its Representatives Affiliates may retain any Tax Returns so long as true and complete copies of the portions thereof relating to reasonably cooperate with the Business are delivered to Purchaser at or before the Closing or made available to the Purchaser following the Closing; and (iii) Seller and each post-Closing Affiliate may retain Records that contain information that is privileged or similarly protected from disclosure, except for such Records relating to the Acquired Assets or Assumed Liabilities (but only in the event that the disclosure of the information contained in such Records does not damage the privilege of such information) and Records relating to the Excluded Liabilities or Excluded Assets. After the Closing, Purchaser will retain all Records (except those Records referred to in SECTION 6.4 (A)(I), (II) and (III)) required to be retained pursuant to obligations imposed by any applicable Law. Except as provided in the immediately preceding sentence or in SECTION 7.6 hereof, Purchaser will retain all Records for a period of seven years after the Closing Date. After the end of such seven-year period, before disposing of any such Records, Purchaser will give notice to such effect to Seller and give Seller at its Representatives in its accesscost and expense an opportunity to remove and retain all or any part of such Records as Seller may elect. Purchaser and each of its Representatives representatives shall treat and hold as confidential any information provided hereunder contained in such Records in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto Confidentiality Agreement, entered into as Exhibit F of March 14, 1997, between Purchaser and Seller (the “NDA”"CONFIDENTIALITY AGREEMENT"). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this which Confidentiality Agreement shall be subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue remain in full force and effect thereafter in accordance with its termsuntil the Closing Date, whereupon such Confidentiality Agreement will terminate without further action. (b) Except as provided in Section 5.3(aPurchaser shall indemnify, defend and hold harmless Seller, the lessors under the Leases and their respective Affiliates from and against any and all claims, demands, causes of action, losses, damages, Liabilities, cost and expenses (including, without limitation, attorneys' fees and disbursements), prior to the Closing Date, Purchaser and its Representatives shall not contact any of the customers, clients suffered or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) incurred by such Persons in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers Purchaser's and/or Purchaser's representatives' entry upon the Business Real Property or clientsLeased Business Real Property, as the case may be, of Purchaser or (ii) potential customers or clients, as the case may be, of Purchaser with which Purchaser has engaged in discussions on or prior to the date hereof, in each case, to the extent that such contact is limited to discussions about the business of Purchaser any and does not involve the transactions contemplated all other activities undertaken by this Agreement; provided, further, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to engage in discussions Purchaser's representatives with any such Person about the transactions contemplated hereby if such discussions are limited to matters involving publicly available information. (c) After the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or confidentiality obligation), reasonable access for inspection and copying of all books, records, Contracts, Permits and financial, operating and other information existing as of the Closing Date and relating respect to the Business Real Property or Seller, as applicable, Leased Business Real Property pursuant to enable the party requesting such access to (i) in the case of Seller, prepare the Closing Date Balance Sheet, and (ii) comply with any reporting, filing or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirements). The party requesting such access and information shall reimburse the other party for all reasonable out of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinSECTION 6.4.

Information and Access. (a) From The Company and Parent each shall (and shall cause its Subsidiaries to, and shall instruct, its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as reasonably practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with transactions contemplated by this Agreement. The information and access provided to Parent and the Company pursuant to this Section 7.8 will be used solely for the purposes of furthering the transactions contemplated by this Agreement and integration planning related to the transactions contemplated by this Agreement. With respect to the information supplied in writing by or on behalf of Parent, its Affiliates or Subsidiaries or its or their respective Representatives for inclusion in or incorporation by reference into the Proxy Statement, Parent acknowledges and agrees that none of such information will, at the date hereof of mailing to stockholders of the Company, at the time of the Company Stockholders Meeting or of filing with the SEC (as applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Closing Date or Effective Time and the termination of this AgreementAgreement and abandonment of the transactions contemplated by this Agreement pursuant to Article IX, to its employees, agents, properties, offices and other facilities, Contracts, books and records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, operations, properties and assets and personnel solely for the purposes of furthering the transactions contemplated by this Agreement and for integration planning purposes as may reasonably be requested by or on behalf of Parent; provided, however, that, subject to compliance with the obligations set forth in Section 7.8(c): (i) Seller neither the Company nor any of its Subsidiaries shall permitbe required to provide such access or furnish such information or documents to the extent doing so would, in the Company’s reasonable judgment reasonably be expected to result in (A) a violation of applicable Law, (B) the disclosure of any trade secrets, (C) the breach of any contractual confidentiality obligations in any Contract with a third party (other than a Permitted Confidentiality Agreement) or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is party, (D) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings or (E) result in the disclosure of any sensitive or Personal Information that would expose the Company or any of its Subsidiaries to the risk of liability; (ii) in no event shall the work papers of the Company’s and its Subsidiaries’ independent accountants and auditors be accessible to Parent or any of its Representative unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants; and (iii) in no event shall access include any invasive environmental sampling or testing of soils, groundwater or building materials. All requests for such access or information made pursuant to this Section 7.8(b) shall be initially directed to the Person set forth in Section 7.8(b) of the Company Disclosure Schedule, which Person may be replaced by the Company at any time by providing written notice to Parent, and any access granted in connection with a request made pursuant to this Section 7.8(b) shall cause the Company to permit, Purchaser be supervised by such Persons and its Representatives to have reasonable access during normal business hours, and be conducted in such a manner so as not to unreasonably interfere with any of the normal operations businesses, properties or assets of the Company or Sellerany of its Subsidiaries. (c) In the event that the Company objects to any request submitted pursuant to Section 7.8(b) on the basis of one or more of the matters set forth in clause (i) of Section 7.8(b), it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons and reasonable support therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the impediments expressly set forth in clause (i) of Section 7.8(b), including through the use of commercially reasonable efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the premisescontractual confidentiality obligations contemplated by clause (i)(C) of Section 7.8(b), propertiesobtaining a waiver with respect to or consent under such contractual confidentiality obligations. (d) Without limiting the generality of the other provisions of this Section 7.8, directorsthe Company and Parent, officersas each deems advisable and necessary, employeesafter consultation with their respective outside legal counsel, accountants, books, records, Contracts, Permits, may reasonably designate competitively sensitive information and documents and such financial and operating data and other information (including those that relate to valuation of the Company or Parent (as Purchaser the case may be)) as “Outside Counsel Only Information.” Such information and documents shall only be provided to the outside legal counsel of the Company or its Parent (as the case may be), or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement or additional confidentiality or joint defense agreement between or among the Company and Parent; provided, however, that, subject to any applicable Laws relating to the exchange of information, the outside legal counsel receiving such information and documents may prepare one or more reports summarizing the results of any analysis of any such shared information and documents, and disclose such reports, other summaries or aggregated information derived from such shared information and documents to Representatives may reasonably request and of such outside legal counsel’s client. (iie) Seller shall instruct its Representatives To the extent that any of the information or documents furnished or otherwise made available pursuant to reasonably cooperate with Purchaser and its Representatives in its access. Purchaser and each of its Representatives shall treat and hold as confidential any information provided hereunder this Section 7.8 or otherwise in accordance with the terms and provisions conditions of this Agreement or the Confidentiality Agreement constitutes information or documents that certain Nonmay be subject to an attorney-Disclosure Agreement attached hereto as Exhibit F client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, the “NDA”). Any other Parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material and information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under such privileges and protections. (f) No access or information provided by Seller to Parent or any of its Affiliates, employees, counsel, accountants Representatives or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or any of its Representatives following the date of this Agreement, whether pursuant to this Section 7.8 or otherwise, shall affect or be deemed to affect, modify or waive the representations and warranties of the Parties set forth in this Agreement and, for the avoidance of doubt, all information and documents disclosed or otherwise made available pursuant to Section 7.5, Section 7.6, this Section 7.8 or otherwise in connection with this Agreement and the transactions contemplated by this Agreement shall be governed by the terms and conditions of the Confidentiality Agreement and subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue in full force and effect thereafter in accordance with its terms. (b) Except as provided in Section 5.3(a), prior to the Closing Date, Purchaser and its Representatives shall not contact any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clients, as the case may be, of Purchaser or (ii) potential customers or clients, as the case may be, of Purchaser with which Purchaser has engaged in discussions on or prior to the date hereof, in each case, to the extent that such contact is limited to discussions about the business of Purchaser and does not involve the transactions contemplated by this Agreement; provided, further, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to engage in discussions with any such Person about the transactions contemplated hereby if such discussions are limited to matters involving publicly available information. (c) After the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or confidentiality obligation), reasonable access for inspection and copying of all books, records, Contracts, Permits and financial, operating and other information existing as of the Closing Date and Laws relating to the Business exchange or Seller, as applicable, to enable the party requesting such access to (i) in the case sharing of Seller, prepare the Closing Date Balance Sheet, information and (ii) comply with any reporting, filing restrictions or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirements). The party requesting such access and information shall reimburse the other party for all reasonable out of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinEntity.

Information and Access. (a) From the date hereof until the earlier of the Closing Date or termination of this Agreement, (i) Seller shall permit, and shall cause the Company to permit, Purchaser will permit Buyer and its Representatives representatives to have full access at all reasonable access during normal business hourstimes, and in a manner so as not to interfere with the Seller's normal operations of the Company or Selleroperations, to the all premises, properties, directors, officers, employees, accountants, books, records, Contracts, Permits, contracts and documents and such financial and operating data and other information of or pertaining to the Company as Purchaser or its Representatives may reasonably request and (ii) Seller shall instruct its Representatives to reasonably cooperate with Purchaser and its Representatives in its accessSystem. Purchaser Buyer and each of its Representatives shall representatives will treat and hold as confidential any such information provided hereunder in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto as Exhibit F Confidentiality Agreement, dated December 17, 1999, between Buyer and Seller (the “NDA”"Confidentiality Agreement"). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this which Confidentiality Agreement shall be subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue remains in full force and effect thereafter in accordance with its termseffect. (b) Except as provided in Section 5.3(aSeller acknowledges and agrees, subject to any reasonable restrictions placed thereon by an owner or lessor of any real property involved, that Buyer may commission, at Buyer's cost and expense, a data base search with respect to environmental matters affecting any Leased Real Property. Buyer will provide Seller and its counsel with a copy of any such data base search. In the event that such data base search discloses any potential environmental issues with respect to a parcel of Leased Real Property, Buyer may commission, at Buyer's cost and expense, a so-called "Phase I" on-site environmental site assessment of any such parcel of Leased Real Property (the "PHASE I ASSESSMENT"). The Phase I Assessment shall be conducted by an engineering firm mutually acceptable to Buyer and Seller. Buyer will provide Seller and its counsel a copy of any Phase I Assessment. Any data base search reports and Phase I Assessments shall be kept confidential by the parties, prior to except that after the Closing Date, Purchaser and Buyer shall have no obligation to maintain the confidentiality thereof. Seller will comply with any reasonable request for information made by Buyer or its Representatives shall not contact any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) agents in connection with the transactions contemplated by this Agreement without the prior written consent any such investigation. Seller covenants that any response to any such request for information will be complete and correct in all material respects. Seller will afford Buyer and its agents access to all operations of Seller at all reasonable times and in a reasonable manner in connection with any such investigation subject to any required approval of Seller's landlords, which shall not be unreasonably withheld approval Seller will use its best efforts to obtain. Should Buyer commission data base search reports and or delayed; providedPhase 1 Assessments, howeverthe results of such investigations will have no effect upon the representations and warranties made by Seller to Buyer under this Agreement. If the Phase I Assessment indicates that there are significant environmental issues with respect to a parcel of Leased Real Property, that in the prior written consent sole but reasonable judgment of Buyer, after consultation with Seller and its counsel, Buyer and Seller shall not be required for Purchaser agree to either (a) relocate the tower or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clientscell site, as the case may be, on the affected parcel of Purchaser Leased Real Property to a mutually agreeable alternative site, or (b) exclude such parcel of Leased Real Property, and the associated Lease, from the Purchased Assets, provided, however, that in such case, Seller shall not be responsible for any breach of representations or warranties with respect to the integrity or operation of the System as the same may be affected by the exclusion of such parcel of Leased Real Property from the Purchased Assets. Buyer and Seller shall share equally in the cost of relocating any tower or cell site pursuant to this Section 5.2(b), provided, however, that in no event shall Seller's liability under this Section 5.2(b) for costs of relocating towers and/or cell sites exceed $100,000 in the aggregate. (c) Seller shall allow Buyer the opportunity to conduct an engineering review of the Purchased Assets to confirm that the Purchased Assets comply with the Licenses and the regulations of the FCC and are otherwise in good condition and repair, reasonable wear and tear excepted. (d) Buyer and Seller agree to consult with each other with respect to the digital build-out of the System and the expenditure of the Cap-Ex Amount, including in connection with the configuration of the digital System and its capabilities. In the event that Buyer requests changes to the System, including, without limitation, configuration of the System, additional features or additional capacity, which Seller agrees to incorporate in the digital build-out ("Additional Buyer Requested Cap-Ex"), such Additional Buyer Requested Cap-Ex shall be included in the Cap-Ex Amount at Closing notwithstanding the $5,000,000 limitation on Cap-Ex Amount. For example if the Cap-Ex Amount is $4,500,000 without the inclusion of Additional Buyer Requested Cap-Ex and the amount of Additional Buyer Requested Cap-Ex is $1,000,000, the amount paid to Seller at Closing for Cap-Ex Amount shall be $5,500,000. In the event that the Closing does not occur as a result of a termination by Seller under Section 9.1(c) or (e) of this Agreement, (i) Buyer agrees to immediately reimburse Seller for the amount of all Additional Buyer Requested Cap-Ex, in which case, Additional Buyer Requested Cap-Ex shall also include any costs incurred by Seller to re-configure the System in a manner to be compatible with Seller's operations on a going forward basis and (ii) potential customers Seller shall have the right to purchase from Buyer, or clientsBuyer's Affiliates, as the case may be, at cost, any machinery, equipment or other capital items purchased by Buyer or its Affiliate to be incorporated into the digital build-out of Purchaser with which Purchaser has engaged in discussions on the System either before or prior after the Closing, and any contracts or leases entered into by Buyer or Buyer's Affiliates related to the date hereofdigital build-out of the System (collectively, in each case, to "Buyer Cap-Ex"). In the extent event that such contact is limited to discussions about the business of Purchaser and Closing does not involve the transactions contemplated occur as a result of a termination by Buyer under Section 9.1(d) of this Agreement or by Seller or Buyer under Section 9.1(f) of this Agreement; provided, furtherSeller shall have the right to purchase from Buyer all Buyer Cap-Ex at cost, however, that the prior written consent of Seller but Buyer shall not be required obligated to reimburse Seller for Purchaser or its Representatives to engage in discussions with any such Person about Additional Buyer Requested Cap-Ex. In the transactions contemplated hereby if such discussions are limited to matters involving publicly available information. (c) After the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or confidentiality obligationevent of a termination by Buyer under Section 9.1(b), reasonable access Buyer shall not be obligated to reimburse Seller for inspection any Additional Buyer Requested Cap-Ex and copying of all books, records, Contracts, Permits and financial, operating and other information existing as of the Closing Date and relating Seller shall have no right to the Business or Seller, as applicable, to enable the party requesting such access to (i) in the case of Seller, prepare the Closing Date Balance Sheet, and (ii) comply with purchase any reporting, filing or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirements). The party requesting such access and information shall reimburse the other party for all reasonable out of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinBuyer Cap-Ex from Buyer.

Information and Access. (a) From At any time during which the date hereof until Company does not file reports with a securities regulatory authority that are publicly available that contain such information, the earlier Company shall deliver to the New Acquirer and SHUSA (a) the most recent audited annual financial statements of the Closing Date or termination Company and (b) the most recent unaudited quarterly financial statements of this Agreementthe Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) Seller shall permit, at any and shall cause the Company to permit, Purchaser and its Representatives to have all reasonable access times during normal business hours, hours on reasonable notice and in a such manner so as is not reasonably likely to interfere with adversely affect the normal operations of the Company or Seller, to the premises, properties, directors, officers, employees, accountants, books, records, Contracts, Permits, documents and such financial and operating data and other information of the Company as Purchaser or its Representatives may reasonably request and (ii) Seller shall instruct its Representatives to reasonably cooperate with Purchaser and its Representatives in its access. Purchaser and each any of its Representatives shall treat and hold as confidential any information provided hereunder in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto as Exhibit F (the “NDA”). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this Agreement shall be subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue in full force and effect thereafter in accordance with its terms. (b) Except as provided in Section 5.3(a), prior to the Closing Date, Purchaser and its Representatives shall not contact any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clientsSubsidiaries, as the case may be, to permit each of Purchaser the New Acquirer and SHUSA and their respective authorized representatives to examine, at the New Acquirer’s or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and (ii) potential customers to permit the New Acquirer and SHUSA to consult with the officers of the Company and its Subsidiaries periodically and at such times as reasonably requested by the New Acquirer or clientsSHUSA, as applicable, on significant corporate actions involving the case may beCompany and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of Purchaser with which Purchaser has engaged in discussions on assets, issuances of significant amounts of debt or prior equity and material amendments to the date hereoforganizational documents of the Company, in each case, to the extent that such contact consistent with applicable Law (and with respect to any information which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to consider, in good faith, the recommendations of the New Acquirer and SHUSA or its designated representative in connection with the matters on which it is limited to discussions about the business of Purchaser and does not involve the transactions contemplated by this Agreement; providedconsulted as set forth in clause (ii) above, further, however, recognizing that the prior written consent ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of Seller this Section 6.18(a) shall not be required apply for Purchaser so long as any one or its Representatives more of the Original Investors seek to engage in discussions with any such Person about qualify as a “venture capital operating company” within the transactions contemplated hereby if such discussions are limited to matters involving publicly available informationmeaning of C.F.R. Section 2510.3-101(d). (cb) After the Closing Date, Seller and Purchaser The Company shall, and shall cause their respective Affiliates each of its Subsidiaries to, provide to each other and to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or confidentiality obligation), reasonable access for inspection and copying of all books, records, Contracts, Permits and financial, operating and other information existing as of the Closing Date and relating deliver to the Business New Acquirer simultaneously with any delivery to SHUSA or Sellerits Affiliates, all information (in the same form as delivered to SHUSA or its Affiliates, as applicable, ) regarding the Company delivered by the Company to enable SHUSA or any of its Affiliates (other than the party requesting such access to (i) in the case of Seller, prepare the Closing Date Balance Sheet, and (ii) comply with any reporting, filing or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirementsCompany). The party requesting such access and information shall reimburse the other party for all reasonable out provisions of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b6.18(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as apply until the party having custody or control thereof may impose to preserve the confidentiality occurrence of information contained thereinan Acquirer Group Termination.

Information and Access. (a) From the date hereof until the earlier Following consummation of the Closing Date Closing, so long as such access does not unreasonably interfere with Purchaser's business operations, Purchaser shall permit Sellers' counsel and other professionals or termination representatives employed by them or by J&D's Creditors Committee or otherwise retained by any of this Agreementthem reasonable access to the financial and other books and records relating to the Purchased Assets or the Business (whether in documentary or data form) for the purposes of facilitating the continuing administration of the J&D chapter 11 case, preparing Tax Returns or responding to Tax related inquiries, and other such administrative activities, which access shall include the right of such professionals to copy, at the Sellers' expense, such documents and records as they may request in furtherance of the purposes described above. If Purchaser moves any such documents or records from their present location, Sellers have the right to require Purchaser to copy and deliver to Sellers or their professionals such documents and records as they may request, but only to the extent Sellers or any such professional (i) Seller shall permit, and shall cause the Company to permit, furnish Purchaser and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal operations reasonably detailed written descriptions of the Company or Seller, materials to the premises, properties, directors, officers, employees, accountants, books, records, Contracts, Permits, documents and such financial and operating data and other information of the Company as Purchaser or its Representatives may reasonably request be so copied and (ii) Seller Sellers reimburse Purchaser for the costs and expenses thereof. The parties acknowledge that Sellers shall instruct its Representatives have the right to reasonably cooperate with Purchaser retain any documents and its Representatives in its access. Purchaser and each of its Representatives shall treat and hold as confidential any information records provided hereunder in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto as Exhibit F (the “NDA”). Any other information provided to them by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this Agreement shall be subject in all respects to the provisions of Section 5.7 hereof. Following the NDA. Notwithstanding anything Closing, Purchaser shall provide Sellers and such of Sellers' professionals as Sellers shall have from time-to-time designated, with reasonable access to the contrary in the NDA, the terms former management of the NDA shall survive any termination of Business during regular business hours to assist Sellers as set forth in this Agreement and shall continue in full force and effect thereafter in accordance Section 6.4, provided again that such access does not unreasonably interfere with its terms. (b) Except as provided in Section 5.3(a), prior to the Closing Date, Purchaser's business operations. Purchaser and its Representatives shall not contact dispose of any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) in connection such documents and records except as shall be consistent with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clients, as the case may be, of Purchaser or (ii) potential customers or clients, as the case may be, of Purchaser with which Purchaser has engaged in discussions on or prior to the date hereof, in each case, to the extent that such contact is limited to discussions about the business of Purchaser and does not involve the transactions contemplated by this Agreementapplicable law; provided, further, however, that Purchaser -------- ------- shall provide Sellers with reasonable advance notice prior to the prior written consent disposal of Seller shall not be required for Purchaser or its Representatives to engage in discussions with any such Person about documents or records, together with the transactions contemplated hereby if such discussions are limited to matters involving publicly available information. (c) After the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required opportunity for Sellers to preserve any applicable attorney-client privilege such documents or confidentiality obligation), reasonable access for inspection and copying of all books, records, Contracts, Permits and financial, operating and other information existing as of the Closing Date and relating to the Business or Seller, as applicable, to enable the party requesting such access to (i) in the case of Seller, prepare the Closing Date Balance Sheet, and (ii) comply with any reporting, filing or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirements). The party requesting such access and information shall reimburse the other party for all reasonable out of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinrecords at Sellers' cost.

Information and Access. (a) From the date hereof until the earlier of the Closing last Transfer Date or termination of this AgreementNovation Date, (i) as the case may be, to occur with respect to the Transferred Assets hereunder, the Seller shall permit, (and shall cause its controlled Affiliates to): (a) permit the Company to permit, Purchaser and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal operations of the Company or Selleroperations, to the all premises, properties, directors, officers, employeespersonnel, accountants, books, records, Contracts, Permits, contracts and documents of or pertaining to the Transferred Assets (subject to the Seller’s right to redact information unrelated to the Transferred Assets); and (b) furnish the Purchaser and its Representatives with all such financial information and operating data and other information of concerning the Company Transferred Assets as the Purchaser or its Representatives reasonably may reasonably request and (ii) Seller shall instruct its Representatives to reasonably cooperate in connection with Purchaser and its Representatives in its access. Purchaser and each their review of its Representatives shall treat and hold as confidential any information provided hereunder in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto as Exhibit F clause (the “NDA”). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this Agreement shall be subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue in full force and effect thereafter in accordance with its terms. (b) Except as provided in Section 5.3(aa), prior to the Closing Date, Purchaser and its Representatives shall not contact any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clients, as the case may be, of Purchaser or (ii) potential customers or clients, as the case may be, of Purchaser with which Purchaser has engaged in discussions on or prior to the date hereof, in each case, except to the extent that such contact CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. information is limited to discussions about the business of Purchaser and does not involve the transactions contemplated by this Agreement; provided, further, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to engage in discussions with any such Person about the transactions contemplated hereby if such discussions are limited to matters involving publicly available information. (c) After the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other Representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or confidentiality obligation)furnishing any such information or data would create any Liability under applicable Law, reasonable including antitrust Law, or would violate any Law, Order or Contract applicable to the Seller or any of its Affiliates or by which any of the Transferred Assets are bound. The Purchaser will indemnify and hold harmless the Seller and its Affiliates (separate and apart from the Purchaser’s obligations in Article IX and without regard to any basket, cap or other conditions or limitations contained in Article IX) from and against any Losses caused to the Seller or any of its Affiliates by the gross negligence or willful misconduct of the Purchaser or its Representatives in connection with such access. Notwithstanding anything in this Section 7.2 the Seller will not be required to permit access for inspection and copying of all to or furnish Tax Returns, books, records, Contractscontracts, Permits and financialdocuments, operating and other information existing as of the Closing Date and or data relating to Taxes to the Business or Sellerextent that such Taxes do not relate exclusively to the Transferred Assets, as applicable, and the Purchaser will not have access to enable the party requesting personnel and medical records if such access to (i) could, in the case Seller’s good faith judgment, subject the Seller to risk of Seller, prepare the Closing Date Balance Sheet, and (ii) comply with liability or otherwise violate any reporting, filing or other requirements imposed by any Governmental Agency (including any Tax or SEC reports, filings or requirements). The party requesting such access and information shall reimburse the other party for all reasonable out of pocket costs and expenses incurred by such party in providing such access and information. The access to information contemplated by this Section 5.3(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinapplicable Law.