Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Law, upon reasonable notice and without unreasonable interference with the Company's operations, the Company shall (and shall cause its Subsidiaries to) afford Parent's officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, Contracts, systems, books and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 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 (i) 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 reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.6 shall be directed to the executive officer or other Person designated by the Company in writing. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.

Access and Reports. Subject to applicable Law, upon reasonable notice and without unreasonable interference with the Company's operationsnotice, the Company shall (and shall cause its Subsidiaries to) afford Parent's Parent and Merger Sub and their officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, Contractsbooks, systems, books contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to Parent and Merger Sub all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided further provided, further, that the foregoing shall not require the Company or its Subsidiaries (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) unreasonably disrupt the operations of the Company or any of its Subsidiaries or (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any of its obligations Subsidiaries with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or any of its SubsidiariesSubsidiaries (provided that, in each case, the Company shall use commercially reasonable efforts to develop an alternative to providing such information reasonably acceptable to Parent). All requests for information made pursuant to this Section 6.6 shall be directed to the executive officer or other Person designated by the Company in writingCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.

Access and Reports. Subject to applicable Law, upon reasonable notice and without unreasonable interference with the Company's operationsnotice, the Company shall (and shall cause each of its Subsidiaries to) afford Parent's officers Buyer’s officers, its financing sources and other authorized Representatives representatives of Buyer reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to its employees, properties, Contractsbooks, systems, books Contracts and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent Buyer all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.6 6.3 shall affect or be deemed to modify any representation or warranty made by the Company or the Shareholders herein, and provided further provided, further, that the foregoing shall not require the Company (i) 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 reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.6 6.3 shall be directed to the executive officer Representative or other Person designated by the Company in writingRepresentative. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.

Access and Reports. Subject to applicable Law, upon reasonable notice and without unreasonable interference with the Company's operationsnotice, the Company shall (and shall cause its Subsidiaries to) afford Parent'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 Effective Time, to its employees, properties, Contractsbooks, systems, books contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, provided PROVIDED that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided further PROVIDED, FURTHER, that the foregoing shall not require the Company (i) 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 commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.6 shall be directed to the an executive officer of the Company or other such Person as may be -45- designated by the Company in writingCompany's executive officers. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.

Access and Reports. Subject to applicable Law, upon reasonable notice and without unreasonable interference with the Company's operationsnotice, the Company shall (and shall cause its Subsidiaries to) afford Parent's ’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeControl Date, to its officers and other senior employees, properties, Contractsbooks, systems, books contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, ; provided that no investigation pursuant to this Section 6.6 7.7 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided, and provided further further, that the foregoing shall not require the Company (ia) 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 (it being understood that the Company shall have used use its commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure disclosure) or (iib) to disclose any privileged information of the Company or any of its SubsidiariesSubsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of 5 MLBP, MLBPA, NFLP, NFLPA and NBAP. the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made pursuant to this Section 6.6 7.7 shall be directed to the executive officer individual or other Person designated by the Company in writingCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6Agreements.

Access and Reports. Subject to applicable LawLegal Requirements, upon reasonable notice and without unreasonable interference with the Company's operationsnotice, the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent's ’s and Buyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to its employees, properties, Contractsbooks, systems, 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 6.6 6.3 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided, and provided further further, that the foregoing shall not require the Company (ia) 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 best efforts 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 (iib) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.6 6.3 shall be directed to the executive officer a director of, or other Person designated by the Company in writingCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.

Access and Reports. Subject to applicable Law, upon reasonable notice and without unreasonable interference with the Company's ’s operations, the Company shall (and shall cause its Subsidiaries to) afford Parent's ’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, Contracts, systems, books and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 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 (i) 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 reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.6 shall be directed to the executive officer or other Person designated by the Company in writing. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.