Common use of Inspection and Access to Information Clause in Contracts

Inspection and Access to Information. (a) From the date hereof until the earlier of the termination of this Agreement or the Closing, the Company will (i) provide the Purchaser, its counsel, financial advisors, auditors, financing sources (if any), consultants and its and their respective employees and other authorized representatives, upon reasonable prior notice, reasonable access, including rights to conduct inspections and examine documents and other materials, during normal business hours, to the Leased Real Property, personnel, properties, books and records of the Company, provided in each case that such access does not materially interfere with the business operations of the Company, and (ii) furnish to the Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request to the extent such information is in the possession or control of the Company. Notwithstanding the foregoing, the Company shall not be required to disclose any information to the Purchaser if such disclosure would (i) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (b) All information provided or obtained in connection with the transactions contemplated hereby will be held by the Purchaser in accordance with the Mutual Non-Disclosure and Confidentiality Agreement, dated June 17, 2011, between the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all of its counsel, financial advisors, auditors, financing sources (if any), consultants and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant to Section 6.2(a) to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.

Inspection and Access to Information. (a) From Subject to the Confidentiality Agreement, to compliance with applicable Law and to Section 6.11, during the period commencing on the date hereof until and ending on the Closing Date or the earlier of the termination of this Agreement or the ClosingAgreement, the Company will, and will (i) provide instruct its Representatives to, upon reasonable advance notice from the Purchaser, its counsel, financial advisors, auditors, financing sources (if any), consultants provide the Purchaser and its and their respective employees and other authorized representatives, upon reasonable prior notice, Representatives reasonable access, including rights to conduct inspections and examine documents and other materials, during normal business hours, without interfering in any material respect with the operation of the business of the Company and its Subsidiaries, to the Leased Real Propertyits premises, personnelassets, appropriate employees (including executive officers), properties, books Contracts, commitments, Books and records of the Company, provided Records and other information (including Tax Returns filed and those in each case that such access does not materially interfere with the business operations of the Company, preparation) and (ii) will furnish to the Purchaser, Purchaser and its counsel, financial advisors, auditors Representatives any and other authorized representatives such all available financial and operating data and other information relating pertaining to the Company or any of its Subsidiaries, in each case, as such Persons the Purchaser and its Representatives may reasonably request to the extent such information is in the possession or control of request; provided, however, that the Company. Notwithstanding the foregoing, the Company its Subsidiaries and their Representatives shall not be required to disclose provide any information that (i) it may not provide to the Purchaser if such disclosure would (i) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummatedby reason of contractual or legal restrictions, including applicable Laws, (ii) jeopardize any is competitively sensitive information or (iii) is protected by attorney-client or other legal privilege privilege; provided, further, that such investigation shall be conducted in accordance with all applicable Antitrust Laws and shall be at the Purchaser’s sole cost and expense; and provided, further, that the Purchaser and its Representatives shall not be permitted to perform any environmental sampling at any Real Property, including sampling of soil, groundwater, surface water, building materials, or (iii) contravene air or wastewater emissions, without the prior written consent of the Company and, in the case of Leased Real Property, without the prior written consent of the applicable landlord. In addition, the Company may designate any applicable Laws, fiduciary duty or binding agreement entered into prior competitively sensitive information provided to the date hereofPurchaser under this Agreement as being for “outside counsel only” and such information shall be given only to the outside counsel of the Purchaser and may not be shared with the Purchaser or its Representatives (other than such outside counsel). (b) All information provided or obtained in connection with the transactions contemplated hereby will be held by the Purchaser in accordance with the Mutual Non-Disclosure and Confidentiality Agreement, dated June 17, 2011, between the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all of its counsel, financial advisors, auditors, financing sources (if any), consultants and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant to Section 6.2(a) to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.

Inspection and Access to Information. (a) From Subject to Applicable Laws, from the date hereof until the earlier of the Closing Date or the termination of this Agreement or the Closingpursuant to Article VIII, the Company will, and will (i) cause its Subsidiaries and its officers, directors, stockholders, employees, auditors and agents to, provide the PurchaserParent and its accountants, its investment bankers, lenders, counsel, financial advisors, auditors, financing sources (if any), consultants and its and their respective employees and other authorized representatives, upon reasonable prior notice, reasonable representatives full access, including rights to conduct inspections and examine documents and other materials, during normal business hourshours and under reasonable circumstances, to the Leased Real Propertysuch premises, personnel, propertiesemployees, books and records and properties of the CompanyCompany and its Subsidiaries and to all construction locations where either of Bully 1 or Bully 2 or any of their equipment are being constructed as Parent may reasonably request, provided in each case that such access does not materially interfere with the business operations including all monthly and quarterly balance sheets and statements of income and cash flows of the CompanyCompany and its Subsidiaries, and (ii) will cause the officers of the Company and its Subsidiaries to furnish to the PurchaserParent and its authorized representatives, its counselpromptly upon request therefor, financial advisorsany and all financial, auditors and other authorized representatives such financial technical and operating data and other information relating pertaining to the Company as such Persons may and its Subsidiaries, including copies thereof, and otherwise reasonably request to cooperate with the extent such information is in conduct of due diligence by Parent and its authorized representatives and facilitate the possession or control integration of the Company. Notwithstanding the foregoing, business of the Company and its Subsidiaries with Parent’s business; provided that such access shall not be required unreasonably disrupt the operations of the Company or any of its Subsidiaries; and provided further that the foregoing shall not require the Company or any of its Subsidiaries (a) to permit any inspection, or to disclose any information to information, that in the Purchaser if such disclosure would (i) cause significant competitive harm to reasonable judgment of the Company if would violate any Applicable Laws (including antitrust laws of the transactions contemplated hereby are not consummatedUnited States) or any of its obligations with respect to confidentiality, (iib) jeopardize to disclose any attorney-client privileged information of the Company or other legal any of its Subsidiaries in a manner that is reasonably expected to result in the loss of such privilege or (iiic) contravene to permit or allow Parent to conduct any applicable Lawsform of invasive environmental test or procedure, fiduciary duty involving any properties or binding agreement entered into prior to facilities of the date hereofCompany or any of its Subsidiaries. (b) All information provided At Parent’s sole cost, Parent may place not more than two persons on board any Vessel and not more than four persons in each of the shipyards at which construction of the Bully 1 and construction of the Bully 2 are ongoing for familiarization purposes and without interfering with any Vessel’s or obtained the shipyard’s operation. Parent’s representatives shall sign the Company’s standard indemnity declaration prior to embarkation on any Vessel or arrival in connection with the transactions contemplated hereby will be held by port of destination, as the Purchaser in accordance with case may be. Neither the Mutual Non-Disclosure and Confidentiality AgreementCompany, dated June 17, 2011, between the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all nor any of its counselSubsidiaries will have any liability or responsibility whatsoever for any injury to or death of Parent’s representatives, financial advisorsor any loss or damage to any property of Parent’s representatives, auditors, financing sources (if any), consultants and other authorized Parent or any of Parent’s Subsidiaries that is taken by Parent’s representatives receiving Confidential Information (as defined in on board a Vessel or into the Confidentiality Agreement) shipyard pursuant to Section 6.2(a) to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will governthis Section.

Inspection and Access to Information. (a) From Upon reasonable request, subject to applicable Laws relating to the exchange of information, during the period commencing on the date hereof until the earlier of the termination of this Agreement or and ending on the ClosingClosing Date, the Company will (i) provide Sellers shall, and shall cause the PurchaserCompany, its counsel, financial advisors, auditors, financing sources (if any), consultants and its Subsidiaries and their respective employees officers, directors, employees, auditors and other authorized representativesagents to, upon reasonable prior noticeprovide Purchaser and its accountants, reasonable accessinvestment bankers, including rights to conduct inspections and examine documents and other materials, during normal business hours, to the Leased Real Property, personnel, properties, books and records of the Company, provided in each case that such access does not materially interfere with the business operations of the Company, and (ii) furnish to the Purchaser, its counsel, financial advisors, auditors environmental consultants and other authorized representatives such financial full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, Contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to furnish to Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information relating pertaining to the Company as and its Subsidiaries and otherwise fully cooperate with the conduct of due diligence by Purchaser and its representatives; provided, however, that such Persons may reasonably request to access and requests shall not unreasonably interfere with the extent such information is in the possession business or control operations of the Company. Notwithstanding the foregoingSellers, the Company or the Subsidiaries; provided, further, that the Sellers, the Company or its Subsidiaries shall not be required obligated to disclose any provide such access or information to the Purchaser if such disclosure they determine, in good faith, that doing so would (ia) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated hereby by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (iib) jeopardize violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client or other legal privilege or (iii) contravene require any applicable Lawsthird party consent. Until the Closing, fiduciary duty or binding agreement entered into prior to the date hereof (b) All information provided or obtained in connection with the transactions contemplated hereby will be held by the Purchaser in accordance with the Mutual Non-Disclosure and Confidentiality Agreement, dated June 17, 2011, between the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all of its counsel, financial advisors, auditors, financing sources (if any), consultants and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant subject to Section 6.2(a) to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.

Inspection and Access to Information. (a) From the date hereof until the earlier of the termination of this Agreement or to the ClosingClosing Date, the Company will each Seller Party shall (i) provide the Purchaser, its counsel, financial advisors, auditors, financing sources (if any), consultants Buyer and its and their respective employees and other authorized representatives, upon reasonable prior notice, reasonable access, including rights designees with such information as Buyer may from time to conduct inspections and examine documents and other materials, during normal business hours, time reasonably request with respect to the Leased Real PropertyBusiness, personnelthe Purchased Assets and the Assumed Liabilities and the transactions contemplated by this Agreement, properties, books and records of the Company, provided in each case that such access does not materially interfere with the business operations of the Company, and (ii) furnish to the Purchaserprovide Buyer and its designees, its officers, counsel, financial advisorsaccountants, auditors facilities and other authorized representatives such financial access during regular business hours and operating data and other information relating upon reasonable notice to the Company books, records, offices, personnel, counsel, accountants and facilities of the Business as such Persons Buyer or its designees may from time to time reasonably request to the extent such information is in the possession or control of the Company. Notwithstanding the foregoing, the Company shall not be required to disclose any information to the Purchaser if such disclosure would (i) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or and (iii) contravene permit Buyer and its designees to make such inspections of the foregoing as Buyer may reasonably request. Any investigation shall be conducted in such a manner so as not to interfere unreasonably with the operation of the business of the Seller Parties. No such investigation (or any applicable Lawsdisclosure made at any time by any Seller Party to Buyer) shall limit or modify in any way, fiduciary duty or binding agreement entered into prior act or result in a waiver of, any Seller Party’s obligations with respect to the date hereofany breach of its representations, warranties, covenants or agreements contained herein (including, without limitation, conditions to Closing or indemnification obligations). (b) All information provided On and after the Closing Date, each Seller Party will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including, without limitation, accountant’s work papers), information, employees and auditors to the extent necessary or obtained useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose Relating to the transactions contemplated hereby will be held Business; provided that any such access by the Purchaser in accordance Buyer shall not unreasonably interfere with the Mutual Non-Disclosure and Confidentiality Agreement, dated June 17, 2011, between the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all of its counsel, financial advisors, auditors, financing sources (if any), consultants and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant to Section 6.2(a) to comply with the terms conduct of the Confidentiality Agreement, and will be responsible for any failure business of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will governSeller Parties.

Inspection and Access to Information. (a) From During the period commencing on the date hereof until and ending on the earlier of the termination of this Agreement or the ClosingClosing Date, the Company and its Subsidiaries will, and will (i) provide the Purchaserinstruct their respective officers, its directors, employees, counsel, accountants, investment bankers or other financial advisors, auditorsrepresentatives and agents (collectively, financing sources (if any“Representatives”), consultants to provide the Purchaser and its and their respective employees and other authorized representatives, upon reasonable prior notice, Representatives reasonable access, including rights to conduct inspections and examine documents and other materials, during normal business hours, without interfering with the operation of the business of the Company and its Subsidiaries, to the Leased Real Propertyits premises, personnelappropriate employees (including executive officers), properties, books Contracts, commitments, books, records and other information (including personnel records of the Companyas permitted by applicable Law, provided Tax Returns filed and Tax Returns in each case that such access does not materially interfere with the business operations of the Company, preparation) and (ii) will furnish to the Purchaser, Purchaser and its counsel, financial advisors, auditors Representatives any and other authorized representatives such all available financial and operating data and other information relating pertaining to the Company or any of its Subsidiaries, in each case, as such Persons the Purchaser and its Representatives may reasonably request to the extent such information is in the possession or control of request; provided, however, the Company. Notwithstanding the foregoing, the Company its Subsidiaries and their Representatives shall not be required to disclose provide any information that (i) it reasonably believes, after consultation with outside legal counsel, it may not provide to the Purchaser if such disclosure would (i) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummatedby reason of contractual obligations of confidentiality or applicable Laws, (ii) jeopardize any attorney-client or other legal privilege would give rise to a material risk of the disclosure of competitively sensitive information or (iii) contravene it reasonably believes, after consultation with outside legal counsel, would risk in any material respect waiving attorney-client privilege; provided, further, that (A) in such instances the Company shall inform the Purchaser of the general nature of the information being withheld and, upon the Purchaser’s request, reasonably cooperate with the Purchaser to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) through (iii) (including, in accordance with the last sentence of this Section 6.2(a)) and (B) no investigation pursuant to this Section 6.2 will affect or be deemed to modify any representation or warranty made by the Company herein; provided, further, that such investigation shall be conducted in accordance with all applicable LawsAntitrust Laws and shall be at the Purchaser’s sole cost and expense. In addition, fiduciary duty or binding agreement entered into prior the Company may designate any competitively sensitive information provided to the date hereofPurchaser under this Agreement as being for “outside counsel only” and such information shall be given only to the outside counsel of the Purchaser and may not be shared with the Purchaser or its Representatives (other than such outside counsel). (b) All information provided or obtained in connection with the transactions contemplated hereby will be held by the Purchaser in accordance with the Mutual Non-Disclosure letter agreement relating to confidentiality and Confidentiality Agreementnondisclosure obligations dated July 11, dated June 17, 2011, 2017 between the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all of its counsel, financial advisors, auditors, financing sources (if any), consultants and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant to Section 6.2(a) to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.

Inspection and Access to Information. (a) From The Parties acknowledge that the Purchaser will continue to conduct due diligence and integration planning with respect to the Company, the Company Subsidiaries and the Company Business from the date hereof until to the earlier of the termination of this Agreement or the ClosingClosing Date. In that regard, the Shareholder agrees to cooperate with, and provide its reasonable assistance to, the Purchaser with respect to such due diligence investigation and integration planning. During the period commencing on the date hereof and ending on the Closing Date, the Shareholder will, and will cause the Company will and the Company Subsidiaries and executive officers and other designated personnel (iwhich personnel shall be sufficient to provide such cooperation and assistance) to provide the PurchaserPurchaser and its accountants, its investment bankers, counsel, financial advisors, auditors, financing sources (if any), environmental consultants and its and their respective employees and other authorized representatives, upon reasonable prior notice, reasonable access, including rights to conduct inspections and examine documents and other materials, during normal business hours, to the Leased Real Property, personnel, properties, books and records of the Company, provided in each case that such access does not materially interfere with the business operations of the Company, and (ii) furnish to the Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial reasonable access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees, properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation, to the extent related to the Company or its Subsidiaries or the Conveyed Assets), and shall cause the Company's and the Company Subsidiaries' officers to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all existing, non-privileged financial, technical and operating data and other information relating pertaining to the Company, the Company as such Persons may Subsidiaries and the Conveyed Assets and otherwise reasonably request cooperate with the conduct of due diligence and integration planning by the Purchaser and its representatives (collectively, "Transition Access"), provided, however, that the Purchaser shall not have the right and shall not conduct any environmental testing or on-site inspection and shall not conduct any subsurface, soil, water, ground water or other testing or on- site investigation, without receiving the Shareholder's express prior written Consent therefor (to the extent such information is be given or withheld in the possession Shareholder's sole discretion for any or control of the Companyno reason). Notwithstanding Without limiting the foregoing, the Company Shareholder shall make available to the Purchaser, upon request, personnel capable of reporting on the Shareholder's compliance with its covenants hereunder, the status of outstanding environmental issues, the status of the compliance program required under the 2003 settlement with the Department of Justice regarding transportation requirements, to the extent relevant to this transaction, and on the current status or relations with Customers, and shall cause such personnel to provide all information reasonably requested by the Shareholder regarding such compliance and relations. The Transition Team shall be responsible for coordinating, organizing and facilitating Transition Access. Each instance of Transition Access is subject to the prior approval of the Transition Team, which approval shall not be required unreasonably withheld, conditioned or delayed. Approval of the Transition Team shall be deemed to have been granted upon agreement of at least one member of the Purchaser Transition Team and at least one member of the Seller Transition Team. Notwithstanding anything contained in this Agreement or the Ancillary Documents, neither the Sellers, the Company, nor any of their respective Subsidiaries, nor any of their respective officers, directors, employees, representatives, auditors and agents, shall have any obligation to disclose any information to the Purchaser if such disclosure would (i) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene violate any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof hereof (b) All information provided or obtained in connection with including any confidentiality agreement to which either of the transactions contemplated hereby will be held by the Purchaser in accordance with the Mutual Non-Disclosure and Confidentiality AgreementSellers, dated June 17, 2011, between the Purchaser and the Company (the “Confidentiality Agreement”or any of their Affiliates is a party). The Purchaser will instruct all of its counsel, financial advisors, auditors, financing sources (if any), consultants and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant to Section 6.2(a) to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.

Inspection and Access to Information. (a) From Subject to Sections 5.2(c) and (d), between the date hereof until the earlier of the termination of this Agreement or and the ClosingClosing Date, the Company Seller will (i) provide the Purchaser, its counsel, financial advisors, auditors, financing sources (if any), consultants and will cause Seller JV to provide Buyer and its and their respective employees and other authorized representativesaccountants, upon reasonable prior notice, reasonable access, including rights to conduct inspections and examine documents and other materials, during normal business hours, to the Leased Real Property, personnel, properties, books and records of the Company, provided in each case that such access does not materially interfere with the business operations of the Company, and (ii) furnish to the Purchaser, its counsel, financial advisors, auditors counsel and other authorized representatives such financial reasonable access, during reasonable business hours and under reasonable circumstances to any and all of its employees, premises, properties, contracts, books, records and other information relating to the Combined Business, and Seller JV and will furnish to Buyer and its authorized representatives any and all financial, technical and operating data and other information relating pertaining to the Company Combined Business and Seller JV, as Buyer shall from time to time reasonably request; provided, however, that Buyer shall not have the right and shall not conduct (i) any review of any corporate minutes of Seller or (ii) any further environmental inspection or testing, without receiving Seller's express prior written consent therefor (to be determined in Seller's reasonable discretion); provided further, however, that any such Persons may reasonably request access, testing and inspection shall be conducted at Buyer's expense, under the supervision of Seller's personnel, and that copies of any environmental reports prepared in connection therewith shall be simultaneously delivered to Seller. (b) Information obtained by Buyer or Seller or any of their respective representatives pursuant to this Agreement shall be subject to the provisions of the confidentiality agreement between Buyer Parent and Seller Parent dated November 16, 2004, as amended (the "Confidentiality Agreement"), which Confidentiality Agreement remains in full force and effect except to the extent such information is in the possession that it would expressly prohibit Buyer or control Seller from taking any of the Companyactions contemplated by this Agreement. The parties hereby agree that the Confidentiality Agreement shall terminate at Closing. (c) Notwithstanding anything contained in this Agreement or the foregoingConfidentiality Agreement, the Company neither Seller nor any of its Affiliates, or any of their respective officers, directors, employees, representatives, auditors and agents, shall not be required have any obligation to disclose any particular information to Buyer (other than as expressly required in the Purchaser proviso set forth in this Section 5.2(c) below) if such disclosure would (i) cause significant competitive harm to the Company if Seller or any of its Affiliates assuming the transactions contemplated hereby by this Agreement are not consummated, (ii) jeopardize any attorney-client or other legal privilege privilege, or (iii) contravene violate any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereofhereof (including any confidentiality agreement to which Seller or any of its Affiliates is a party); provided, however, in any such instance in which Seller is withholding particular information from Buyer based on this Section 5.2(c), Seller shall (A) promptly so advise Buyer in writing, describing the basis for it withholding such information and (B) provide Buyer all information related to the subject matter of such withheld information to the extent that Seller can provide such related information (including aggregated or summary information) as Buyer may request provided that disclosure of such related information would not be restricted by clause (i), (ii) or (iii) of this Section 5.2(c). (bd) All Subject to Section 5.13 and Article VII hereof, following the Closing, for so long as such information provided or obtained is retained by Buyer (which shall be for a period of at least six (6) years), Buyer shall permit Seller and its authorized representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Buyer, to the books, records and personnel relating to the Combined Business with respect to the period prior to Closing, to the extent that such access may be reasonably required (i) in connection with the transactions contemplated hereby will be held preparation of Seller's accounting records or with any audits, (ii) in connection with any suit, claim, action, proceeding or investigation relating to the Combined Business prior to the Closing, (iii) in connection with any regulatory filing or matter, or (iv) in connection with any other valid legal or business purpose of Seller; provided that Seller shall reimburse Buyer promptly for all reasonable and necessary costs and expenses incurred by the Purchaser Buyer in accordance connection with any such request. (e) Buyer shall, at a Seller's request, cooperate with Seller (including making its employees available at reasonable times to respond to inquiries or to provide testimony to the extent applicable) as may be reasonably required in connection with the Mutual Non-Disclosure investigation and Confidentiality Agreementdefense of any suit, dated June 17claim, 2011action, between proceeding or investigation relating to the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all Combined Business that is pending at Closing or is brought by a third party other than Buyer or any Affiliate of Buyer against Seller or any of its counselAffiliates at any time after the Closing; provided, financial advisorshowever, auditors, financing sources (if any), consultants that Seller shall reimburse Buyer promptly for all reasonable costs and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant expenses incurred by Buyer arising out of Buyer taking any action that Buyer reasonably determines is necessary to Section 6.2(a) respond to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such persons to comply with the Confidentiality Agreement. In the event request, including fees and expenses of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will governlegal counsel engaged in connection therewith.

Inspection and Access to Information. (a) From Subject to compliance with applicable Law, during the period commencing on the date hereof until and ending on the earlier of the termination of this Agreement or the ClosingClosing Date, the Company and its Subsidiaries will, and will instruct their respective officers, directors, employees, counsel, accountants, advisors, representatives and agents (icollectively, “Representatives”) to, provide the Purchaser, its counsel, financial advisors, auditors, financing sources (if any), consultants Purchaser and its and their respective employees and other authorized representatives, upon reasonable prior notice, Representatives reasonable access, including rights to conduct inspections and examine documents and other materials, during normal business hours, without unreasonably interfering with the operation of the business of the Company and its Subsidiaries, to the Leased Real Propertyits premises, personnelemployees (including executive officers), properties, books Contracts, commitments, books, records and records of the Company, provided other information (including Tax Returns filed and those in each case that such access does not materially interfere with the business operations of the Company, preparation) and (ii) will furnish to the Purchaser, Purchaser and its counsel, financial advisors, auditors Representatives any and other authorized representatives such all available financial and operating data and other information relating pertaining to the Company or any of its Subsidiaries, in each case, as such Persons the Purchaser and its Representatives may reasonably request request, including any information reasonably necessary for the Purchaser to timely prepare audited financial statements for the extent such information is in the possession or control of AT Business; provided, however, the Company. Notwithstanding the foregoing, the Company its Subsidiaries and their Representatives shall not be required to disclose provide any information that (i) it reasonably believes it may not provide to the Purchaser if such disclosure would (i) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummatedby reason of contractual or legal restrictions, including applicable Laws, (ii) jeopardize any it believes is competitively sensitive information, except that such information will be provided only to the outside counsel of the Purchaser in accordance with the last sentence of this Section 6.2(a) or (iii) is protected by attorney-client or other legal privilege or (iii) contravene any applicable Lawsprivilege; provided, fiduciary duty or binding agreement entered into further, that, without limiting the foregoing, prior to any such access or provision of information, the date hereofPurchaser must obtain written permission therefor from the Chief Executive Officer, Chief Financial Officer or Corporate Counsel, as appropriate, of the Company; provided, further, that such investigation shall be conducted in accordance with all applicable antitrust Laws and shall be at the Purchaser’s sole cost and expense; and provided, further, that the Purchaser and its Representatives shall not be permitted to perform any environmental sampling at any Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. In addition, the Company may designate any competitively sensitive information provided to the Purchaser under this Agreement as being for “outside counsel only” and such information shall be given only to the outside counsel of the Purchaser and may not be shared with the Purchaser or its Representatives (other than such outside counsel). (b) All information provided or obtained by the Company or its Subsidiaries (and the DMS Entities) and their respective Representatives to the Purchaser in connection with the transactions contemplated hereby will be held by the Purchaser in accordance with the Mutual Non-Disclosure letter agreement relating to confidentiality and Confidentiality Agreementnondisclosure obligations, dated June 17September 14, 20112016, between the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all of its counsel, financial advisors, auditors, financing sources (if any), consultants and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant to Section 6.2(a) to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.

Inspection and Access to Information. (a) From the date hereof until the earlier of the termination of this Agreement to the Closing Date, the Company shall (i) provide the Purchaser and its designees with such information as the Purchaser may from time to time reasonably request with respect to the Business, the Assets and the Assumed Liabilities and the transactions contemplated by this Agreement, (ii) provide the Purchaser and its designees, officers, counsel, accountants, actuaries, consultants, engineers and other authorized representatives access during regular business hours and upon reasonable notice to (A) the books, records, offices, personnel, counsel, accountants and actuaries of the Business as the Purchaser or its designees may from time to time reasonably request and (B) the Real Property, and (iii) permit the Purchaser and its designees to make such inspections thereof as the Purchaser may reasonably request. Any investigation shall be conducted in such a manner so as not to 36 interfere unreasonably with the operation of the business of the Company. No such investigation (or any disclosure made at any time by the Company to the Purchaser) shall limit or modify in any way, or act or result in a waiver of, the Company's obligations with respect to any breach of their representations, warranties, covenants or agreements contained herein (including, without limitation, conditions to Closing or indemnification obligations). (b) After the Closing, the Company will hold, and will use its best efforts to cause its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Business, except to the extent that such information can be shown to have been (i) provide the Purchaser, its counsel, financial advisors, auditors, financing sources (if any), consultants and its and their respective employees and other authorized representatives, upon reasonable prior notice, reasonable access, including rights to conduct inspections and examine documents and other materials, during normal business hours, to the Leased Real Property, personnel, properties, books and records of previously known on a nonconfidential basis by the Company, provided in each case that such access does not materially interfere with the business operations of the Company, and (ii) furnish to the Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request to the extent such information is in the possession or control of the Company. Notwithstanding the foregoing, the Company shall not be required to disclose any information to the Purchaser if such disclosure would (i) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client in the public domain through no fault of the Company or other legal privilege its Affiliates or (iii) contravene later lawfully acquired by the Company from sources other than those related to its prior ownership of the Business. The obligation of the Company and its Affiliates to hold any applicable Lawssuch information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) On and for a period of three (3) years after the Closing Date, fiduciary duty or binding agreement entered into prior the Company will afford promptly to the date hereof Purchaser and its agents reasonable access to its books of account, financial and other records (b) All information provided including, without limitation, accountant's work papers), information, employees and auditors to the extent necessary or obtained useful for the Purchaser in connection with any Proceeding relating to the transactions contemplated hereby will be held Business, or any other reasonable business purpose relating to the Business; provided that any such access by the Purchaser in accordance shall not unreasonably interfere with the Mutual Non-Disclosure and Confidentiality Agreement, dated June 17, 2011, between the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all of its counsel, financial advisors, auditors, financing sources (if any), consultants and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant to Section 6.2(a) to comply with the terms conduct of the Confidentiality Agreement, and will be responsible for any failure business of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will governCompany.