Common use of Access; Confidentiality; Notice of Certain Events Clause in Contracts

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary to, afford to Parent and Parent’s Representatives reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, books and records and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish reasonably promptly to Parent all information (financial or otherwise) in existence concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that is prohibited from disclosure pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof that is still in effect, (ii) the disclosure of which would violate Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of Law) or (iii) the disclosure of which would violate or invalidate any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not result in a loss of such attorney-client, attorney work product or other legal privilege; and provided, further, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form). Parent will use its commercially reasonable efforts to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof of this Agreement until the earlier of the Effective Time Closing Date or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.19.01, to the extent permitted by applicable Law, the Company Seller and Acquirors shall, and shall cause each Company Subsidiary toof their respective Subsidiaries (if applicable), to afford to Parent the other Party and Parent’s to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ all of their respective properties, offices, propertiesbooks, Contracts, personnelcommitments, books personnel and records (in each case, whether in physical or electronic form) and, during such period, the Company Seller and Acquirors shall, and shall cause each Company Subsidiary of their respective Subsidiaries to, furnish reasonably promptly to Parent the other Party any and all information (financial or otherwise) in existence concerning its and its Subsidiaries’ business, properties and personnel as Parent such other Party may reasonably request. Notwithstanding the foregoing, neither the Company Seller nor the Acquirors shall not be required by this Section 7.1 7.01(a) to provide Parent the other Party or Parent’s the Representatives of such other Party with access to to, or to disclose information (i) that is prohibited from disclosure pursuant subject to the terms of a confidentiality agreement with a third party entered into prior to the date hereof that is still in effectof this Agreement, (ii) the disclosure of which would violate any Law (provided, however, or duty or that the Company shall use its commercially reasonable efforts is subject to make appropriate substitute arrangements to permit reasonable disclosure not in violation of Law) or (iii) the disclosure of which would violate or invalidate any attorney-client, attorney work product or other legal privilege (provided, however, that the Company withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege; and provided, further, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form). Parent The Seller and Acquirors will use its commercially reasonable efforts to minimize to the extent reasonably practicable any unnecessary disruption to the businesses business of the Company and the Company Subsidiaries Acquired Companies that may result from the requests for access, data and information hereunder.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1in accordance with Article VIII, to the extent permitted by applicable Law, the Company each Party shall, and shall cause each Parent Subsidiary or Company Subsidiary Subsidiary, as applicable, to, (i) afford to Parent the other Party and Parent’s its Representatives reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ offices, properties, Company Material Contracts or Parent Material Contracts, as applicable, Tax Returns, personnel, books and records and, during such period, the Company shall, and shall cause each Company Subsidiary to, (ii) furnish reasonably promptly to Parent the other Party all information (financial or otherwise) in existence concerning its business, properties and personnel available to or prepared by the such Party or any Parent Subsidiary or Company Subsidiary, as Parent applicable, in the normal course of its business as such Party may reasonably requestrequest and (iii) instruct the Representatives of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable, to cooperate with the requesting Party in its investigation of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable. Notwithstanding the foregoing, the Company no Party shall not be required by this Section 7.1 6.1 to provide Parent the other Party or Parent’s its Representatives with access to or to disclose information (i) that is prohibited from disclosure pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof that is still in effect, (ii) the disclosure of which would violate applicable Law (provided, however, that the Company Parties shall use its their respective commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of applicable Law) or (iiiii) the disclosure of which would violate or invalidate that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the Company each Party shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not result in a loss of such attorney-client, attorney work product or other legal privilege; and provided, further, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form). Parent Each Party will use its commercially reasonable efforts to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the other Party and or any Parent Subsidiary or Company and the Company Subsidiaries Subsidiary, as applicable, that may result from the requests for access, data and information hereunder. Notwithstanding anything to the contrary herein, neither Party shall be permitted to conduct any testing, sampling or subsurface or invasive analysis (commonly known as a Phase II environmental assessment) at any property of the other Party or of any Parent Subsidiary or Company Subsidiary, as applicable.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary to, afford to Parent and Parent’s Representatives reasonable access during normal business hours (and upon reasonable advance notice and solely for the purposes of furthering the Transactions or transition and integration planning) to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, books and records andrecords, and during such period, the Company shall, and shall cause each Company Subsidiary to, furnish as promptly as reasonably promptly practicable to Parent all information (financial or otherwise) in existence concerning its business, properties properties, offices, Contracts and personnel as Parent may reasonably requestrequest (including information for purposes of transition and integration planning); provided, however, that Parent and Parent’s Representatives shall not conduct any sampling of the environment at any of the Owned Real Property or the Leased Real Property. Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 6.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that is prohibited from disclosure being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof that is still or after the date hereof in effectthe ordinary course of business (provided, however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts (x) to obtain the required consent of such third party to such access or disclosure or (y) to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such prohibition), (ii) the access or disclosure of which would violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such Law) or (iii) the access or disclosure of which which, in the reasonable, good faith judgment of the Company, would violate or invalidate give rise to a material risk of the loss of any attorney-attorney client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does such access or disclosure would not result in give rise to a loss material risk of such attorney-jeopardizing attorney client, attorney work product or other legal privilege; and provided). Nothing in this Section 6.1 will be construed to require the Company, furtherany Company Subsidiary or any of their respective Representatives to prepare any reports, that such access and information shall be disclosed analyses, appraisals, opinions or granted, as applicable, to counsel for Parent other information. Any investigation conducted pursuant to the extent reasonably required for access contemplated by this Section 6.1 will be conducted in a manner that does not unreasonably interfere with the purpose conduct of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form). Parent will use its commercially reasonable efforts to minimize to the extent reasonably practicable any unnecessary disruption to the businesses business of the Company and or any Company Subsidiary or create a risk of damage or destruction to any property or assets of the Company Subsidiaries that or any Company Subsidiary. Any access to the properties of the Company or any Company Subsidiary will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law or not practicable as a result from the of COVID-19 or any COVID-19 Measures. All requests for accessaccess or information pursuant to this Section 6.1 shall be directed to the Chief Financial Officer of the Company, data and information hereunderor another person designated by the Company.

Access; Confidentiality; Notice of Certain Events. (a) From During the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1Pre-Closing Period, to the extent permitted by applicable Law, the Company shall, and Company shall cause each of the Company Subsidiary to, Subsidiaries to (i) afford to Parent and Parent’s its Representatives reasonable access during normal business hours and upon reasonable advance notice to the Company’s and the Company Subsidiaries’ officesall of their respective books, properties, Contracts, personnel, books Contracts and records and, during such period, the Company shall, (including Tax Returns) and shall cause each Company Subsidiary to, (ii) furnish reasonably promptly to Parent and its Representatives all information (financial or otherwise) in existence concerning its business, properties and personnel as Parent or its Representatives may reasonably request. Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 5.2 to provide Parent Parent, Merger Sub or Parent’s their Representatives with access to or to disclose information (iA) that is the Company, the Company Subsidiaries or their respective Representatives are prohibited from disclosure pursuant to providing under the terms of a confidentiality agreement with a third party entered into prior to the date hereof that is still of this Agreement or entered into after the date of this Agreement in effect, (ii) the disclosure ordinary course of which would violate Law business and not otherwise in breach of this Agreement (provided, however, that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure or make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such confidentiality agreement), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the Company shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of Lawany such Law or duty) or (iiiC) the disclosure of which that would violate or invalidate jeopardize any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege; and provided, further, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form). Parent will shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder.

Access; Confidentiality; Notice of Certain Events. (a) From During the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1Pre-Closing Period, to the extent permitted by applicable Law, the Company shall, and the Company shall cause each of the Company Subsidiary Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access during normal business hours and upon reasonable advance notice to all of the Company’s respective properties, offices, books, contracts, commitments, personnel and records of the Company and the Company Subsidiaries’ offices, properties, Contracts, personnel, books and records Subsidiaries and, during such period, the Company and Parent shall, and Company shall cause each of the Company Subsidiary Subsidiaries to, furnish reasonably promptly to Parent and Parent’s Representatives all information (financial or otherwise) in existence concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 6.1 to provide Parent or and Parent’s Representatives with access to or to disclose information (iA) that such Party or its Representatives is prohibited from disclosure pursuant to providing under the terms of a confidentiality agreement with a third party entered into prior to the date hereof that is still of this Agreement or entered into after the date of this Agreement in effect, (ii) the disclosure ordinary course of which would violate Law business and not otherwise in breach of this Agreement (provided, however, that the Company shall use its commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the Company shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of Lawany such Law or duty) or (iiiC) the disclosure of which would violate or invalidate that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the Company Parent and Parent’s Representatives shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege; and provided, further, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form). Parent will shall use its commercially reasonable best efforts to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder.