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

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Section 9.1, the Company shall, and shall use its reasonable best efforts to cause each of its Subsidiaries to, upon reasonable prior written notice from HoldCo, give (i) HoldCo and its Representatives reasonable access during normal business hours to all of the Group Companies’ books, records, senior officers, key employees, offices, facilities and properties, (ii) furnish to HoldCo and its Representatives such existing financial and operating data and other information concerning the Group Companies (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such Persons may reasonably request; and (iii) instruct its employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with HoldCo in its investigation of the Group Companies; provided that all such access shall be coordinated through the Company or its Representatives. The terms of the Confidentiality Agreement shall apply to any information provided pursuant to this Section 7.2. Notwithstanding anything to the contrary set forth herein, neither the Company nor any of its Subsidiaries shall be required to provide access to, or to disclose information, to the extent such access or disclosure would (A) jeopardize the attorney-client or similar privilege of any Group Company, (B) contravene any applicable Law or requirements of any Governmental Entity or any binding agreement entered into prior to the date of this Agreement (including with respect to any competitively sensitive information, if any), (C) violates any of its obligations with respect to confidentiality, or (D) unreasonably interfere with the normal business or operations of the Group Companies.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of (i) the Effective Time and (ii) or the termination of date, if any, on which this Agreement is terminated pursuant to Section 9.1, the Company shall, and shall use its reasonable best efforts to cause each of its Subsidiaries to, upon reasonable prior written notice from HoldConotice, give (i) HoldCo Parent, its officers, employees and its Representatives authorized Representatives, reasonable access during normal business hours to all of the Group Companies’ Company’s books, records, senior officers, key employees, officesagents, offices and other assets, Contracts, facilities and properties, (ii) furnish to HoldCo Parent, its counsel, financial advisors, auditors and its other authorized Representatives such existing financial and operating data and other information concerning the Group Companies (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such Persons may reasonably request; request and (iii) instruct its the employees, legal consultants, agents, counsel, financial advisors, auditors and other authorized Representatives of the Company and its Subsidiaries to reasonably cooperate with HoldCo Parent in its investigation of the Group CompaniesCompany and its Subsidiaries; provided that all such access shall be coordinated through the Company or its Representatives. The terms of the Confidentiality Agreement shall apply to any information provided pursuant to this Section 7.27.1. Notwithstanding anything to the contrary set forth herein, neither the Company nor any of its Subsidiaries shall not be required to provide access to, or to disclose information, to the extent such access or disclosure would (A) jeopardize the attorney-client or similar privilege of the Company or any Group Companyof its Subsidiaries, (B) contravene any applicable Law or requirements of any Governmental Entity or any binding agreement entered into prior to the date of this Agreement (including with respect to any competitively sensitive information, if any), (C) violates any of its obligations with respect to confidentiality, confidentiality or (D) unreasonably interfere with the normal business or operations of the Group CompaniesCompany or any of its Subsidiaries; provided that, in the case of each of (A) through (C), the Company shall use reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, the Company shall, and shall use its reasonable best efforts to cause each of its the Company Subsidiaries to, upon reasonable prior written notice from HoldCo, give (i) HoldCo afford to Parent and its Representatives reasonable access during normal business hours and upon reasonable advance notice to all of the Group Companies’ books, records, senior officers, key employeesits properties, offices, facilities officers, employees, books and propertiesrecords and, (ii) during such period, shall, and shall cause each of the Company Subsidiaries to, furnish reasonably promptly to HoldCo Parent and its Representatives such existing all information (financial or otherwise) concerning its business, properties and operating data and other information concerning the Group Companies (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) personnel as such Persons Parent may reasonably request; , including any such information reasonably requested by Parent that is required to be included or reflected in, or is reasonably necessary for the preparation and (iii) instruct timely filing of, any forms, documents and reports required to be filed or furnished by Parent or any of its employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate Affiliates with HoldCo in its investigation of the Group CompaniesSEC; provided that all any such access shall be coordinated through conducted in a manner as not to unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries. Notwithstanding the foregoing, the Company shall not be required by this Section 7.2 to provide Parent or its Representatives. The terms of the Confidentiality Agreement shall apply Representatives with access to any information provided pursuant to this Section 7.2. Notwithstanding anything to the contrary set forth herein, neither the Company nor any of its Subsidiaries shall be required to provide access to, or to disclose information, to the extent such access or disclosure would information (A) jeopardize that is subject to the attorney-client or similar privilege terms of any Group Company, (B) contravene any applicable Law or requirements of any Governmental Entity or any binding a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practices (including with respect provided, that the Company shall use its reasonable best efforts to any competitively sensitive information, if anyobtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law or duty (provided, that the Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including through clean team arrangements) or (C) violates that is subject to any attorneyclient, attorney work product or other legal privilege (provided, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of its obligations with respect to confidentialityany such attorneyclient, attorney work product or (D) unreasonably interfere with the normal business or operations of the Group Companiesother legal privilege).

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of (i) the Effective Time and (ii) or the termination of date, if any, on which this Agreement is terminated pursuant to Section 9.1, and subject to applicable Laws, the Company shall, and shall use its reasonable best efforts to cause each of its Subsidiaries to, upon reasonable prior written notice from HoldConotice, give (i) HoldCo Parent and its Representatives authorized Representatives, reasonable access during normal business hours to all of the Group Companies’ Company’s contracts, books, records, analysis, projections, plans, systems, senior officersmanagement, key employeescommitments, offices, offices and other facilities and properties, (ii) furnish to HoldCo and its Representatives such existing financial and operating data and other information concerning the Group Companies (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such Persons may reasonably request; and (iii) instruct its employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with HoldCo in its investigation of the Group Companies; provided that all such access shall be coordinated through the Company or its Representatives. The terms of the Confidentiality Agreement Agreements shall apply to any information provided pursuant to this Section 7.27.1. Notwithstanding anything to the contrary set forth herein, neither the Company nor any of its Subsidiaries shall not be required to provide access to, or to disclose information, to the extent such access or disclosure would (Ai) jeopardize the attorney-client or similar privilege of the Company or any Group Companyof its Subsidiaries, (Bii) unreasonably interfere with the Company’s or any of its Subsidiaries’ business operations, (iii) contravene any applicable Law or requirements of any Governmental Entity or any binding agreement entered into prior to the date of this Agreement (including with respect to any competitively sensitive information, if any)) or contractual restriction or obligations, or (Civ) violates any of its obligations with respect to confidentialityconfidentiality (provided that, in the case of each of (i) through (iv), the Company shall use reasonable efforts to allow such access or (D) unreasonably interfere with the normal business disclosure in a manner that does not result in loss or operations waiver of the Group Companiessuch privilege, including entering into appropriate common interest or similar agreements).

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of (i) the Effective Time and (ii) or the termination of date, if any, on which this Agreement is terminated pursuant to Section 9.19.01, and subject to applicable Laws, the Company shall, and shall use its reasonable best efforts to cause each of its Subsidiaries to, upon reasonable prior written notice from HoldConotice, give (i) HoldCo Parent and its Representatives authorized Representatives, reasonable access during normal business hours to all of the Group Companies’ Company’s contracts, books, records, analysis, projections, plans, systems, senior officersmanagement, key employeescommitments, offices, offices and other facilities and properties, (ii) furnish to HoldCo and its Representatives such existing financial and operating data and other information concerning the Group Companies (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such Persons may reasonably request; and (iii) instruct its employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with HoldCo in its investigation of the Group Companies; provided that all such access shall be coordinated through the Company or its Representatives. The terms of the Confidentiality Agreement shall apply to any information provided pursuant to this Section 7.27.01. Notwithstanding anything to the contrary set forth hereinHowever, neither the Company nor any of its Subsidiaries shall not be required to provide access to, to (or to disclose disclose) information, to the extent such access or disclosure would (Ai) jeopardize the attorney-client or similar privilege of the Company or any Group of its Subsidiaries; (ii) unreasonably interfere with the Company, ’s or any of its Subsidiaries’ business operations; (Biii) contravene any applicable Law or requirements of any Governmental Entity or any binding agreement entered into prior to the date of this Agreement (including with respect to any competitively sensitive information, if any), ) or contractual restriction or obligations; or (Civ) violates violate any of its obligations with respect to confidentialityconfidentiality (provided that, in the case of each of (i) through (iv), the Company shall use reasonable efforts to allow such access or (D) unreasonably interfere with the normal business disclosure in a manner that does not result in loss or operations waiver of the Group Companiessuch privilege, including entering into appropriate common interest or similar agreements).