Common use of Access by Buyers Clause in Contracts

Access by Buyers. (a) From and after the date hereof until the Closing Date or earlier termination of this Agreement (the “Interim Period”), the Company will (i) provide Buyers and their Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the offices, Properties and the books and records relating to the Company Entities, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company Entities and (ii) instruct and use its commercially reasonable efforts to cause the employees, counsel, accountants, agents and financial advisors of the Company to cooperate with Buyers in their investigation of the Company Entities; provided, however, that (i) the Company shall have the right to (1) have a Representative present for any communication with employees or officers of the Company Entities and (2) impose reasonable restrictions and requirements for safety purposes and (ii) the Company shall not be required to provide access to any information that is (1) subject to attorney-client privilege to the extent doing so would reasonably be expected to cause such privilege to be waived, or (2) prohibited by Applicable Law. Notwithstanding the foregoing, Buyers shall not (1) have access to personnel records of a Company Entity relating to individual performance or evaluation records, medical histories or other information which in the Company’s good faith opinion is sensitive and the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability or (2) conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media. In addition, Buyers may arrange meetings (whether telephonic or in person) with customers and suppliers of the Company Entities, provided that (i) Buyers obtain the prior written consent of the Company (A) to have any such meeting and (B) regarding the proposed topics for discussion at such meetings, (ii) the Company shall have the right to have Representatives present at any such meetings, (iii) the Company may reasonably limit the number of individuals and the number of meetings and (iv) Buyers shall coordinate all such meetings with one or more employees or representatives designated by the Company. All such access and information obtained as a result of such access shall be subject to the terms and conditions of the Confidentiality Agreement. (b) The Company shall, upon becoming aware of any material Action filed against any Company Entity, promptly provide Buyers with notice of such Action.