Common use of Access by Buyer Clause in Contracts

Access by Buyer. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in this Agreement, Seller shall make the Fola Operations and the Purchased Assets available to Buyer and its representatives for inspection and review in order to permit Buyer to perform its due diligence review, as follows: (a) From and after the date hereof and up to and including two (2) Business Days prior to the Closing Date (or until earlier termination of this Agreement) but subject to the other provisions of this Section 6.6, and the obtaining of any required consents from any Persons, Seller shall make the Records available to Buyer in an online virtual data room, at Buyer’s sole risk, cost and expense, but only to the extent such Records are in Seller’s or its Affiliates’ possession or control, relate to the Purchased Assets and are accessible to Buyer pursuant to the terms of this Agreement. Seller shall have no obligation to provide Buyer such access to any Records that Seller cannot legally provide Buyer because of third-party restrictions on Seller after Seller has made a reasonable attempt to obtain the waiver of such restriction. Buyer, and any Person acting on its behalf, shall keep all Records obtained confidential through the Closing Date and as otherwise contemplated in the Confidentiality Agreement dated January 25, 2016, by and betweeen Consol Energy Inc. and Buyer (the “Confidentiality Agreement”); provided, however, if the Closing occurs, such Confidentiality Agreement shall only remain in force and effect to the extent any confidential information otherwise protected under such Confidentiality Agreement does not relate to the Purchased Assets. Buyer’s inspection of the Records and any additional information provided by Seller relating to the Purchased Assets may be limited by Seller to prevent the violation of the obligation of confidence or any contractual commitment of Seller to a Third Party. Buyer shall ensure that Buyer’s authorized representatives comply with the provisions of this Section 6.6, the said Confidentiality Agreement, and any other confidentiality agreements in effect. Upon termination of this Agreement without Closing, Buyer shall destroy any and all physical copies and delete permanently any and all digital copies of Records and background materials together with any and all of Buyer’s notes and work papers prepared by or on behalf of Buyer in connection with its due diligence investigation, and upon Seller’s written request, an officer of Buyer will certify as to the destruction thereof; provided, however, Buyer shall be entitled to keep one copy of all such Records, materials, notes and work papers solely for the purpose of, and to the extent required for, legal and compliance purposes; and (b) Seller hereby consents to Buyer’s on-site, non-invasive inspections of the Purchased Assets, upon advance written notice to Seller and at Buyer’s sole risk and expense. During any such inspection, Buyer agrees not to interfere in any manner with the normal use of the Purchased Assets and agrees to comply with all Seller’s requirements and safety policies of which it has notice. If Buyer or any Person acting on its behalf prepares a written assessment of any Purchased Asset, Buyer shall, upon request of Seller, furnish a copy thereof to Seller. The Parties shall keep any such assessment confidential. Any and all on-site inspections conducted by Buyer pursuant to this Section 6.6 must comply with Seller’s third-party access policy, a copy of which will be provided to Buyer in advance of such inspections upon request. In accordance with Section 10.2, Buyer agrees to indemnify, defend, and hold harmless (including reasonable attorneys’ fees) Seller Indemnified Parties with respect to such activities conducted under this Section 6.6.

Access by Buyer. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in this AgreementFrom the date hereof through the Closing, Seller shall make the Fola Operations permit (and the Purchased Assets available shall cause its Representatives to permit) Buyer and its representatives Representatives to have access (including the right to make copies of documents) at reasonable times within normal business hours, to all personnel, books, records (including Tax records), Contracts, properties, Assets, offices, customers and suppliers of the Company as may be reasonably requested by Buyer, and to discuss the business of the Company with such members of management, officers, counsel and accountants of or for inspection the Company as Buyer and review its Representatives may reasonably request. Any information furnished to Buyer or which Buyer receives in order exercising its rights pursuant to permit Buyer to perform its due diligence review, as follows: (a) From and after the date hereof and up to and including two (2) Business Days prior to the Closing Date (or until earlier termination of this Agreement) but subject to the other provisions of this Section 6.6, and the obtaining of any required consents from any Persons, Seller 6.2 shall make the Records available to Buyer in an online virtual data room, at Buyer’s sole risk, cost and expense, but only to the extent such Records are in Seller’s or its Affiliates’ possession or control, relate to the Purchased Assets and are accessible to Buyer pursuant be subject to the terms of this Agreement. Seller shall have no obligation to provide Buyer such access to any Records that Seller cannot legally provide Buyer because of third-party restrictions on Seller after Seller has made a reasonable attempt to obtain the waiver of such restriction. Buyer, and any Person acting on its behalf, shall keep all Records obtained confidential through the Closing Date and as otherwise contemplated in the Confidentiality Agreement dated January 25, 2016, by and betweeen Consol Energy Inc. and Buyer (the “Confidentiality Agreement”)Section 6.5 hereof; provided, however, if the Closing occurs, that (a) any such Confidentiality Agreement investigation shall only remain be conducted in force and effect such a manner as not to the extent any confidential information otherwise protected under such Confidentiality Agreement does not relate to the Purchased Assets. Buyer’s inspection of the Records and any additional information provided by Seller relating to the Purchased Assets may be limited by Seller to prevent the violation of the obligation of confidence or any contractual commitment of Seller to a Third Party. Buyer shall ensure that Buyer’s authorized representatives comply interfere unreasonably with the provisions conduct of this Section 6.6, the said Confidentiality Agreement, and any other confidentiality agreements in effect. Upon termination of this Agreement without Closing, Buyer shall destroy any and all physical copies and delete permanently any and all digital copies of Records and background materials together with any and all of Buyer’s notes and work papers prepared by or on behalf of Buyer in connection with its due diligence investigation, and upon Seller’s written requestbusiness, an officer of Buyer will certify as to the destruction thereof; provided, however, Buyer shall be entitled to keep one copy of all such Records, materials, notes and work papers solely for the purpose of, and to the extent required for, legal and compliance purposes; and (b) Seller hereby consents shall not be required to take any action which would constitute a waiver of the attorney-client privilege if Seller determines in good faith that any requested disclosure would cause any such waiver, and (c) Seller need not supply Buyer with any access or information which Seller is under a legal obligation not to supply if Seller determines in good faith that any requested disclosure would cause a breach of such legal obligation; provided, that in the case of the foregoing clauses (b) and (c), Seller shall provide Buyer with details regarding the type and nature of the information that is prohibited from being disclosed (to the extent that Seller is able to provide such details without compromising such attorney-client privilege or violating such legal obligation). Without Seller’s prior written permission, Buyer and its Representatives shall not be entitled to conduct any intrusive environmental investigation, including any collection of samples of surface or subsurface soil, surface water, groundwater, wastewaters, building materials or any other environmental media. The investigation contemplated by this Section 6.2 shall not affect or otherwise diminish or obviate in any respect, or affect Buyer’s on-siteright to rely upon, non-invasive inspections any of the Purchased Assetsrepresentations, upon advance written notice to Seller and at Buyer’s sole risk and expense. During any such inspection, Buyer agrees not to interfere warranties or covenants contained in any manner with this Agreement or the normal use indemnification rights of the Purchased Assets and agrees to comply with all Seller’s requirements and safety policies of which it has notice. If Buyer or any Person acting on its behalf prepares a written assessment of any Purchased Asset, Buyer shall, upon request of Seller, furnish a copy thereof to Seller. The Parties shall keep any such assessment confidential. Any and all on-site inspections conducted by Buyer pursuant to this Section 6.6 must comply with Seller’s third-party access policy, a copy of which will be provided to Buyer in advance of such inspections upon request. In accordance with Section 10.2, Buyer agrees to indemnify, defend, and hold harmless (including reasonable attorneys’ fees) Seller Indemnified Parties with respect to such activities conducted under contained in this Section 6.6Agreement.

Access by Buyer. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in this Agreement, Seller shall make the Fola Xxxxxx Creek Mine Operations and the Purchased Assets available to Buyer and its representatives for inspection and review in order to permit Buyer to perform its due diligence review, as follows: (a) From and after the date hereof and up to and including two (2) Business Days prior to the Closing Date (or until earlier termination of this Agreement) but subject to the other provisions of this Section 6.6, 6.6 and the obtaining of any required consents from any Persons, Seller shall make the Records available to Buyer in an online virtual data room, at Buyer’s sole risk, cost and expense, but only to the extent such Records are in Seller’s or its Affiliates’ possession or control, relate to the Purchased Assets and are accessible to Buyer pursuant to the terms of this Agreement. Seller shall have no obligation to provide Buyer such access to any Records that Seller cannot legally provide Buyer because of third-party restrictions on Seller after Seller has made a reasonable attempt to obtain the waiver of such restriction. Buyer, and any Person acting on its behalf, shall keep all Records obtained confidential through the Closing Date and as otherwise contemplated in the Confidentiality Agreement dated January 25, 2016, by and betweeen Consol Energy Inc. and Buyer (the “Confidentiality Agreement”); provided, however, if the Closing occurs, such Confidentiality Agreement shall only remain in force and effect to the extent any confidential information otherwise protected under such Confidentiality Agreement does not relate to the Purchased Assets. Buyer’s inspection of the Records and any additional information provided by Seller relating to the Purchased Assets may be limited by Seller to prevent the violation of the obligation of confidence or any contractual commitment of Seller to a Third Party. Buyer shall ensure that Buyer’s authorized representatives comply with the provisions of this Section 6.6, the said Confidentiality Agreement, and any other confidentiality agreements in effect. Upon termination of this Agreement without Closing, Buyer shall destroy any and all physical copies and delete permanently any and all digital copies of Records and background materials together with any and all of Buyer’s notes and work papers prepared by or on behalf of Buyer in connection with its due diligence investigation, and upon Seller’s written request, an officer of Buyer will certify as to the destruction thereof; provided, however, Buyer shall be entitled to keep one copy of all such Records, materials, notes and work papers solely for the purpose of, and to the extent required for, legal and compliance purposes; and (b) Seller hereby consents to Buyer’s on-site, non-invasive inspections of the Purchased Assets, upon advance written notice to Seller and at Buyer’s sole risk and expense. During any such inspection, Buyer agrees not to interfere in any manner with the normal use of the Purchased Assets and agrees to comply with all Seller’s requirements and safety policies of which it has notice. If Buyer or any Person acting on its behalf prepares a written assessment of any Purchased Asset, Buyer shall, upon request of Seller, furnish a copy thereof to Seller. The Parties shall keep any such assessment confidential. Any and all on-site inspections conducted by Buyer pursuant to this Section 6.6 6.6(b) must comply with Seller’s third-party access policy, a copy of which will be provided to Buyer in advance of such inspections upon request. In accordance with Section 10.2, Buyer agrees to indemnify, defend, and hold harmless (including reasonable attorneys’ fees) Seller Indemnified Parties with respect to such activities conducted under this Section 6.6.

Access by Buyer. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in this Agreement, Seller shall make the Fola Xxxxxx Creek Mine Operations and the Purchased Assets available to Buyer and its representatives for inspection and review in order to permit Buyer to perform its due diligence review, as follows: (a) From and after the date hereof and up to and including two (2) Business Days prior to the Closing Date (or until earlier termination of this Agreement) but subject to the other provisions of this Section 6.6, 6.6 and the obtaining of any required consents from any Persons, Seller shall make the Records available to Buyer in an online virtual data room, at Buyer’s sole risk, cost and expense, but only to the extent such Records are in Seller’s or its Affiliates’ possession or control, relate to the Purchased Assets and are accessible to Buyer pursuant to the terms of this Agreement. Seller shall have no obligation to provide Buyer such access to any Records that Seller cannot legally provide Buyer because of third-party restrictions on Seller after Seller has made a reasonable attempt to obtain the waiver of such restriction. Buyer, and any Person acting on its behalf, shall keep all Records obtained confidential through the Closing Date and as otherwise contemplated in the Confidentiality Agreement dated January 25, 2016, by and betweeen Consol Energy Inc. and Buyer (the “Confidentiality Agreement”); provided, however, if the Closing occurs, such Confidentiality Agreement shall only remain in force and effect to the extent any confidential information otherwise protected under such Confidentiality Agreement does not relate to the Purchased Assets. Buyer’s inspection of the Records and any additional information provided by Seller relating to the Purchased Assets may be limited by Seller to prevent the violation of the obligation of confidence or any contractual commitment of Seller to a Third Party. Buyer shall ensure that Buyer’s authorized representatives comply with the provisions of this Section 6.6, the said Confidentiality Agreement, and any other confidentiality agreements in effect. Upon termination of this Agreement without Closing, Buyer shall destroy any and all physical copies and delete permanently any and all digital copies of Records and background materials together with any and all of Buyer’s notes and work papers prepared by or on behalf of Buyer in connection with its due diligence investigation, and upon Seller’s written request, an officer of Buyer will certify as to the destruction thereof; provided, however, Buyer shall be entitled to keep one copy of all such Records, materials, notes and work papers solely for the purpose of, and to the extent required for, legal and compliance purposes; andand Execution Version (b) Seller hereby consents to Buyer’s on-site, non-invasive inspections of the Purchased Assets, upon advance written notice to Seller and at Buyer’s sole risk and expense. During any such inspection, Buyer agrees not to interfere in any manner with the normal use of the Purchased Assets and agrees to comply with all Seller’s requirements and safety policies of which it has notice. If Buyer or any Person acting on its behalf prepares a written assessment of any Purchased Asset, Buyer shall, upon request of Seller, furnish a copy thereof to Seller. The Parties shall keep any such assessment confidential. Any and all on-site inspections conducted by Buyer pursuant to this Section 6.6 6.6(b) must comply with Seller’s third-party access policy, a copy of which will be provided to Buyer in advance of such inspections upon request. In accordance with Section 10.2, Buyer agrees to indemnify, defend, and hold harmless (including reasonable attorneys’ fees) Seller Indemnified Parties with respect to such activities conducted under this Section 6.6.

Access by Buyer. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in (a) Upon execution of this AgreementAgreement and until the Closing Date, Seller shall make the Fola Operations and the Purchased Assets available to provide Buyer and its representatives for inspection representatives, accountants, and review in order counsel reasonable access during normal business hours and upon one Business Day's notice to permit Buyer to perform its due diligence review, as follows: (a) From and after the date hereof and up to and including two (2) Business Days prior Seller to the Closing Date (or until earlier termination of this Agreement) but subject Branches, California Branch Employees, depository records, Loan files, books and records, and all other documents and other information relating to the other provisions of this Section 6.6California Business, the Purchased Assets, the Assumed Liabilities, and the obtaining of any required consents from any Persons, Seller shall make the Records available to Employees as Buyer in an online virtual data room, at Buyer’s sole risk, cost and expense, but only to the extent such Records are in Seller’s or its Affiliates’ possession or control, relate to the Purchased Assets and are accessible to Buyer pursuant to the terms of this Agreement. Seller shall have no obligation to provide Buyer such access to any Records that Seller cannot legally provide Buyer because of third-party restrictions on Seller after Seller has made a reasonable attempt to obtain the waiver of such restriction. Buyer, and any Person acting on its behalf, shall keep all Records obtained confidential through the Closing Date and as otherwise contemplated in the Confidentiality Agreement dated January 25, 2016, by and betweeen Consol Energy Inc. and Buyer (the “Confidentiality Agreement”)may reasonably request; provided, however, if that a representative of Seller shall be permitted to be present at all times, and provided further that with respect to information concerning California Branch Employees, Seller's sole obligation shall be to provide Buyer (prior to the Closing occurs) with information concerning the name, such Confidentiality Agreement shall only remain in force position, date of hire, and effect to the extent any confidential information otherwise protected under such Confidentiality Agreement does not relate to the Purchased Assets. Buyer’s inspection salary of the Records California Branch Employees and (at the Closing) with copies of personnel files and other individualized employee files and documents, which copies shall be the property of Buyer. Notwithstanding the foregoing, in no event shall Seller be required to provide (i) any additional information provided that is not available from Persons who are not Affiliates of Seller on commercially reasonable terms that Seller, in its sole discretion, deems proprietary, including Seller's "credit scoring" system or staffing models, (ii) any information that is protected by Seller relating to the Purchased Assets may be limited by Seller to prevent the violation of the obligation of confidence attorney-client privilege, or (iii) its or any contractual commitment of Seller to a Third Party. Buyer shall ensure that Buyer’s authorized representatives comply with the provisions of this Section 6.6, the said Confidentiality Agreement, and any other confidentiality agreements in effect. Upon termination of this Agreement without Closing, Buyer shall destroy any and all physical copies and delete permanently any and all digital copies of Records and background materials together with any and all of Buyer’s notes and work papers prepared by or on behalf of Buyer in connection with its due diligence investigation, and upon Seller’s written request, an officer of Buyer will certify as to the destruction thereof; provided, however, Buyer shall be entitled to keep one copy of all such Records, materials, notes and work papers solely for the purpose of, and to the extent required for, legal and compliance purposes; andAffiliates' tax returns. (b) Seller hereby consents At a mutually agreed-upon time after the execution of this Agreement, Buyer will be permitted access to Buyer’s on-site, non-invasive inspections the Branches to evaluate communications and equipment requirements of the Purchased AssetsCalifornia Business and, upon advance written notice at appropriate times, will be permitted to Seller install equipment, data circuits, and at other necessary and essential communications devices needed to convert the California Business into Buyer’s sole risk 's operating platforms, provided that in taking these actions Buyer shall take commercially reasonable steps to insure that Buyer does not interfere with normal business activities and expense. During any such inspection, Buyer agrees not to interfere in any manner with the normal use operations of the Purchased Assets and agrees California Business. (c) To the extent commercially reasonable, Seller will cooperate with Buyer in introducing Buyer to comply with all Seller’s requirements and safety policies those vendors of which it has notice. If Buyer or any Person acting on its behalf prepares a written assessment of any Purchased Asset, Buyer shall, upon request of Seller, furnish a copy thereof to Seller. The Parties shall keep any such assessment confidential. Any and all on-site inspections conducted by Buyer pursuant to this Section 6.6 must comply with Seller’s third-party access policy, a copy of which will Seller whose services may be provided useful to Buyer in advance effectuating the transition of such inspections upon request. In accordance with Section 10.2, the California Business from Seller to Buyer agrees or in providing services to indemnify, defend, and hold harmless (including reasonable attorneys’ fees) Seller Indemnified Parties with respect to such activities conducted under this Section 6.6Customers after the Closing Date.