Common use of Access and Reports Clause in Contracts

Access and Reports. Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other “Recipient’s Representatives” (as defined in the Confidentiality Agreement) reasonable access during normal business hours throughout the period prior to the Effective Time, 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 all information concerning its business, properties and personnel as may reasonably be requested (other than any such matters that relate to the negotiation and execution of this Agreement, or to any Acquisition Proposals, such matters being governed by Section 6.2); provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company herein or otherwise limit or affect the remedies available to Parent; 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, (ii) to disclose any information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). All requests for information made pursuant to this Section 6.4 shall be directed to the executive officer or other Person designated by the Company. All information obtained pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Upon For the period beginning on the date of this Agreement and ending on the earlier of (a) the Effective Time and (b) the termination of this Agreement in accordance with its terms, subject to applicable Law, upon reasonable notice, the Company shall will (and shall will cause its Subsidiaries to) afford Parent’s officers and other “Recipient’s Representatives” (as defined in the Confidentiality Agreement) authorized Representatives reasonable access access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, books, contracts Contracts and records (including, for the avoidance of doubt, such items that are reasonably necessary, proper and appropriate to assist Parent in its review of the draft Proxy Statement) and, during such period, the Company shall will (and shall will cause its Subsidiaries to) furnish reasonably promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested (other than any such matters that relate to the negotiation and execution of this Agreement, or to any Acquisition Proposals, such matters being governed by Section 6.2); provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Companyrequested; provided, further, that no investigation pursuant to this Section 6.4 shall 6.7 will affect or be deemed to modify any representation or warranty made by the Company herein or otherwise limit or affect the remedies available to Parentherein; provided, further, that the foregoing shall will not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company Company, after consultation with outside legal counsel, 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, (ii) take any action that would give rise to disclose a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (iii) to the extent it take any action that would cause give rise to a loss material risk of privilege to a competitor of the Company or any of its Subsidiaries or (iii) to violate applicable Law (it being agreedreceiving information that is competitively sensitive; provided, with respect to clauses (i) and (ii)however, that in such instances such party shall inform the parties shall use their reasonable best efforts other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to cause provide such information to be provided information, in whole or in part, in a manner that would not result in such jeopardy or contraventionany of the outcomes described in the foregoing clauses (i) through (iii). All requests for such information made pursuant to this Section 6.4 shall be directed to the executive officer or other Person designated by the Company. All information obtained pursuant to this Section 6.4 shall will be governed by the terms of the Confidentiality Agreement.