Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Legal Requirements, upon reasonable notice, the Company shall, and shall cause its Subsidiaries to, afford Parent’s and Buyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Closing, to its employees, properties, books, contracts and records and, during such period, the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent and Buyer all information concerning its business, properties and personnel as may reasonably be requested; provided, that no investigation pursuant to this Section 6.3 shall affect or be deemed to modify any warranty made by the Company herein; provided, further, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all reasonable endeavors to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (b) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.3 shall be directed to a director of, or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Legal RequirementsLaw, upon reasonable notice, the Company shall, shall (and shall cause its Subsidiaries to, ) afford Parent’s and Buyer’s officers and other authorized Representatives reasonable access, during normal business hours and in a manner which does not disrupt or interfere with business operations throughout the period prior to the ClosingEffective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) furnish promptly to Parent and Buyer all information concerning its business, properties and personnel as may reasonably be requested; provided, provided that no investigation pursuant to this Section 6.3 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein; , and provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all commercially reasonable endeavors efforts to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (bii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.3 6.6 shall be directed to a director of, an executive officer of the Company or other such Person as may be designated by the Company’s executive officers. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Legal RequirementsLaws, upon reasonable notice, the Company shall, shall (and shall cause its Subsidiaries to, ) afford Parent’s and Buyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the ClosingEffective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) furnish promptly to Parent and Buyer all information concerning its business, properties and personnel as may reasonably be requested; provided, provided that no investigation pursuant to this Section 6.3 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein; , and provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all commercially reasonable endeavors efforts to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (bii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.3 6.6 shall be directed to a director of, the executive officer of or other Person designated by the Company. All such information information, and the rights and obligations under this Section 6.6, shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Legal RequirementsLaw, upon reasonable notice, the Company shall, shall (and shall cause its Subsidiaries to, ) afford Parent’s and BuyerPurchaser’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the ClosingEffective Time, to its employees, properties, Tax Returns, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) furnish promptly to Parent and Buyer Purchaser all information concerning its business, properties and personnel as may reasonably be requested; , provided, that no investigation pursuant to this Section 6.3 shall affect or be deemed to modify any warranty made by the Company herein; provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets Trade Secrets of third parties Third Parties or violate any of its obligations with respect to confidentiality if the Company shall have used all commercially reasonable endeavors efforts to obtain the consent of such third party Third Party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or disclosure, (bii) to disclose any privileged information of the Company or any of its SubsidiariesSubsidiaries or (iii) to violate any Laws. All requests for information and access made pursuant to this Section 6.3 7.5 shall be directed to a director of, an executive officer of the Company or other such Person as may be designated by the Company’s executive officers. All such information shall be governed by the terms of the Confidentiality Agreement. Any inspection or request for information pursuant to this Section 7.5 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries.

Access and Reports. Subject to applicable Legal RequirementsLaw, upon reasonable notice, the Company shall, shall (and shall cause its Subsidiaries to, ) afford Parent’s and Buyer’s 's officers and other authorized Representatives representatives reasonable access, during normal business hours and in a manner which does not disrupt or interfere with business operations throughout the period prior to the ClosingEffective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) furnish promptly to Parent and Buyer all information concerning its business, properties and personnel as may reasonably be requested; provided, PROVIDED that no investigation pursuant to this Section 6.3 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided, furtherand PROVIDED, FURTHER, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets of third parties parties, (B) violate the specific provisions of any Law, or (C) violate any of its obligations with respect to confidentiality if the Company shall have used all commercially reasonable endeavors efforts to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (bii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.3 6.6 shall be directed to a director of, an executive officer of the Company or other such Person as may be -45- designated by the Company's executive officers. All such information shall be governed by the terms of the Confidentiality Agreement.