Common use of Access; Certain Communications Clause in Contracts

Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, Seller shall and shall cause the Company to afford to Buyer and its authorized agents and representatives (including, without limitation, its legal advisors, accountants, and prospective lenders and their authorized agents and representatives), reasonable access, upon reasonable prior notice and during normal business hours, to contracts, documents and information relating to the business of the Company as Buyer shall reasonably request and to make extracts and copies of such documents. Buyer, its prospective lenders and their agents shall not contact or have access to customers, suppliers or employees of the Company without the prior consent of Seller (which consent shall not be unreasonably withheld). It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.5, Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any applicable attorney-client privileges; or (ii) in the event Buyer is in breach of this Agreement. It is further understood that Seller shall be under no obligation to grant Buyer or its representatives any access if such access would, under the circumstances, interfere with the operations, activities or employees of the Company, or if such access would, in the judgment of Seller, violate applicable antitrust or similar laws.

Access; Certain Communications. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, Seller shall and shall cause the Company Companies, their Subsidiaries and their respective counsel and accountants to afford to Buyer and its authorized agents and representatives (including, without limitation, its legal advisors, accountants, and prospective lenders and their authorized agents and representatives), reasonable access, upon reasonable prior notice and during normal business hours, to contracts, documents documents, financial statements, working papers, books, records, commitments, minutes, instruments and information relating to the business of the Company Companies and their Subsidiaries as Buyer shall reasonably request request. Buyer and to make extracts its agents and copies of such documents. Buyer, its prospective lenders and their agents representatives shall not contact or have access to customers, suppliers or employees of any of the Company Companies or any of their Subsidiaries without the prior consent of Seller (Seller, which consent shall not be unreasonably withheld). It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.55.6(a), Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any applicable attorney-client privileges; privileges or (ii) in the event Buyer is in breach of this Agreement. It is further understood that Seller shall be under no obligation to grant Buyer or its representatives any access if such access would, under the circumstances, interfere with the operations, activities or employees of any of the CompanyCompanies or any of their Subsidiaries, or if such access would, in the judgment of Seller, violate applicable antitrust or similar laws.