Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) Between the date of this Agreement and the Closing, the Seller shall, and EnStructure and the Parent shall cause the Seller to, (i) afford the Purchaser and its authorized representatives reasonable access to all books, records, offices, properties and other facilities of the Seller, (ii) permit the Purchaser and its authorized representatives to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish the Purchaser and its authorized representatives with such financial and operating data and other information as the Purchaser may from time to time reasonably request. The Purchaser and its authorized representatives shall conduct all such inspections in a manner that is reasonably designed to limit disruptions to the business and operations of the Seller. (b) No party hereto shall issue any press release or make any announcement to its employees, its customers, the public or otherwise relating to the subject matter of this Agreement without the prior written approval of the Purchaser and the Seller; provided, however, that any party may make any public disclosure it believes in good faith is required or advisable, as confirmed by counsel, by applicable law or any listing or trading agreement concerning its publicly traded securities (in which case the disclosing party shall provide the other party with a copy of the disclosure and an opportunity to make comments thereto prior to making the disclosure).

Access; Confidentiality. (a) Between To the date of this Agreement extent applicable, CPA15 and the Closing, the Seller shallW. P. Xxxxx agree that upon reasonable notice, and EnStructure except as may otherwise be required or restricted by applicable Law, each shall (and the Parent shall cause its Subsidiaries to) afford the Seller other’s officers, employees, counsel, accountants and other authorized representatives, reasonable access, during normal business hours throughout the period prior to the Effective Time, to its executive officers and to its properties, books, contracts and records and, during such period, each shall (and each shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, personnel and litigation claims as may reasonably be requested but only to the extent such access does not unreasonably interfere with the business or operations of such party; provided that no investigation pursuant to this Section 4.12 shall affect or be deemed to modify any representation or warranty made in this Agreement; provided further that the parties hereto shall not be required to provide information (i) afford the Purchaser and its authorized representatives reasonable access to all books, records, offices, properties and other facilities in breach of the Seller, applicable Law or (ii) permit the Purchaser and its authorized representatives to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish the Purchaser and its authorized representatives with such financial and operating data and other information as the Purchaser may from time to time reasonably request. The Purchaser and its authorized representatives shall conduct all such inspections in a manner that is reasonably designed subject to limit disruptions to the business and operations of the Seller. (b) No party hereto shall issue any press release or make any announcement to its employees, its customersconfidentiality obligations. Unless otherwise required by Law, the public or otherwise relating to the subject matter parties shall hold all information of this Agreement without the prior written approval of the Purchaser and the Seller; provided, however, that any party may make any public disclosure it believes in good faith is required or advisable, as confirmed by counsel, by applicable law or any listing or trading agreement concerning its publicly traded securities (in which case the disclosing party shall provide the other party with a copy which is confidential and is reasonably identified as such or should reasonably be known to be confidential in confidence until such time as such information otherwise becomes publicly available through no wrongful act of the disclosure receiving party. If this Agreement is terminated for any reason, each party shall promptly return to such other party or destroy, providing reasonable evidence of such destruction, all such confidential information obtained from any other party, and an opportunity to make comments thereto prior to making the disclosure)any copies made of (and other extrapolations from or work product or analyses based on) such documents.

Access; Confidentiality. To the extent applicable, CPA14 and CPA16 agree that upon reasonable notice, and except as may otherwise be required or restricted by applicable Law, each shall (aand shall cause its Subsidiaries to) Between afford the date of this Agreement other’s officers, employees, counsel, accountants and other authorized representatives, and the Closingsources of the Senior Credit Facility and their authorized representatives, reasonable access, during normal business hours throughout the Seller shallperiod prior to the Effective Time, to its executive officers and EnStructure to its properties, books, contracts and the Parent records and, during such period, each shall (and each shall cause its Subsidiaries to) furnish promptly to the Seller toother all information concerning its business, properties, personnel and litigation claims as may reasonably be requested but only to the extent such access does not unreasonably interfere with the business or operations of such party; provided that no investigation pursuant to this Section 4.10 shall affect or be deemed to modify any representation or warranty made in this Agreement; provided further that the parties hereto shall not be required to provide information (i) afford the Purchaser and its authorized representatives reasonable access to all books, records, offices, properties and other facilities in breach of the Seller, applicable Law or (ii) permit the Purchaser and its authorized representatives to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish the Purchaser and its authorized representatives with such financial and operating data and other information as the Purchaser may from time to time reasonably request. The Purchaser and its authorized representatives shall conduct all such inspections in a manner that is reasonably designed subject to limit disruptions to the business and operations of the Seller. (b) No party hereto shall issue any press release or make any announcement to its employees, its customersconfidentiality obligations. Unless otherwise required by Law, the public or otherwise relating to the subject matter parties shall hold all information of this Agreement without the prior written approval of the Purchaser and the Seller; provided, however, that any party may make any public disclosure it believes in good faith is required or advisable, as confirmed by counsel, by applicable law or any listing or trading agreement concerning its publicly traded securities (in which case the disclosing party shall provide the other party with a copy which is confidential and is reasonably identified as such or should reasonably be known to be confidential in confidence until such time as such information otherwise becomes publicly available through no wrongful act of the disclosure receiving party. If this Agreement is terminated for any reason, each party shall promptly return to such other party or destroy, providing reasonable evidence of such destruction, all such confidential information obtained from any other party, and an opportunity to make comments thereto prior to making the disclosure)any copies made of (and other extrapolations from or work product or analyses based on) such documents.

Access; Confidentiality. (a) Between To the date of this Agreement extent applicable, CPA16 and the Closing, the Seller shallW. P. Carey agree that upon reasonable notice, and EnStructure except as may otherwise be required or restricted by applicable Law, each shall (and the Parent shall cause its Subsidiaries to) afford the Seller other’s officers, employees, counsel, accountants and other authorized representatives, reasonable access, during normal business hours throughout the period prior to the Effective Time, to its executive officers and to its properties, books, contracts and records and, during such period, each shall (and each shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, personnel and litigation claims as may reasonably be requested but only to the extent such access does not unreasonably interfere with the business or operations of such party; provided that no investigation pursuant to this Section 4.11 shall affect or be deemed to modify any representation or warranty made in this Agreement; provided, further, that the parties hereto shall not be required to provide information (i) afford the Purchaser and its authorized representatives reasonable access to all books, records, offices, properties and other facilities in breach of the Seller, applicable Law or (ii) permit the Purchaser and its authorized representatives to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish the Purchaser and its authorized representatives with such financial and operating data and other information as the Purchaser may from time to time reasonably request. The Purchaser and its authorized representatives shall conduct all such inspections in a manner that is reasonably designed subject to limit disruptions to the business and operations of the Seller. (b) No party hereto shall issue any press release or make any announcement to its employees, its customersconfidentiality obligations. Unless otherwise required by Law, the public or otherwise relating to the subject matter parties shall hold all information of this Agreement without the prior written approval of the Purchaser and the Seller; provided, however, that any party may make any public disclosure it believes in good faith is required or advisable, as confirmed by counsel, by applicable law or any listing or trading agreement concerning its publicly traded securities (in which case the disclosing party shall provide the other party with a copy which is confidential and is reasonably identified as such or should reasonably be known to be confidential in confidence until such time as such information otherwise becomes publicly available through no wrongful act of the disclosure receiving party. If this Agreement is terminated for any reason, each party shall promptly return to such other party or destroy, providing reasonable evidence of such destruction, all such confidential information obtained from any other party, and an opportunity to make comments thereto prior to making the disclosure)any copies made of (and other extrapolations from or work product or analyses based on) such documents.

Access; Confidentiality. (a) Between the date of this Agreement and the Closing, the Seller shall, and EnStructure and the Parent Sellers shall cause the Seller Company prior to the Closing to, : (i) afford the give Purchaser and its authorized representatives reasonable access to all books, records, officespersonnel, properties offices and other facilities and properties of the Seller, Company, (ii) permit the Purchaser and its authorized representatives to make such copies and inspections and to make copies of such books and records thereof as it Purchaser may reasonably require and request, and (iii) cause the officers of the Company to furnish the Purchaser and its authorized representatives with such financial and operating data and other information with respect to the business and properties of the Company as the Purchaser may from time to time reasonably request. The Purchaser ; provided that any such access shall be conducted at Purchaser's expense, at a reasonable time, under the supervision of the Sellers' or Company's personnel and its authorized representatives shall conduct all in such inspections in a manner that is reasonably designed as to limit disruptions maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere with the normal operation of the business and operations of Sellers or the SellerCompany. (b) No party The provisions of the Confidentiality Agreement shall remain binding and in full force and effect. The information contained herein, in the Disclosure Schedule or delivered to Purchaser or its authorized representatives pursuant hereto shall issue any press release or make any announcement be deemed to its employees, its customers, the public or otherwise relating be Confidential Information (as defined and subject to the subject matter exceptions contained in the Confidentiality Agreement) until the Closing. Except as otherwise provided in Section 6.4, Purchaser shall cause its consultants, advisors and representatives to treat the terms of this Agreement without after the prior written approval date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion of the Purchaser and the Seller; provided, however, that any party may make any public disclosure it believes in good faith is required or advisable, as confirmed by legal counsel, by applicable other requirements of law or any listing or trading agreement concerning its publicly traded securities (in which case and then subject to the disclosing party shall provide the other party with a copy provisions of the disclosure and an opportunity to make comments thereto prior to making the disclosureConfidentiality Agreement).

Access; Confidentiality. To the extent applicable, CPA 12 and CPA 14 agree that upon reasonable notice, and except as may otherwise be required or restricted by applicable Law, each shall (aand shall cause its Subsidiaries to) Between afford the date other’s officers, employees, counsel, accountants and other authorized representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its executive officers, to its properties, books, contracts and records and, during such period, each shall (and each shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, personnel and litigation claims as may reasonably be requested but only to the extent such access does not unreasonably interfere with the business or operations of such party; provided that no investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made in this Agreement; provided, further that the parties hereto shall not be required to provide information (i) in breach of applicable Law or (ii) that is subject to confidentiality obligations. Unless otherwise required by Law, the parties shall hold all information of the other party which is confidential and is reasonably identified as such or should reasonably be known to be confidential, in confidence until such time as such information otherwise becomes publicly available through no wrongful act of the receiving party. In the event of termination of this Agreement and the Closingfor any reason, the Seller shalleach party promptly shall return to such other party or destroy, providing reasonable evidence of such destruction, all such confidential information obtained from any other party, and EnStructure and the Parent shall cause the Seller to, any copies made of (i) afford the Purchaser and its authorized representatives reasonable access to all books, records, offices, properties and other facilities of the Seller, (iiextrapolations from or work product or analyses based on) permit the Purchaser and its authorized representatives to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish the Purchaser and its authorized representatives with such financial and operating data and other information as the Purchaser may from time to time reasonably request. The Purchaser and its authorized representatives shall conduct all such inspections in a manner that is reasonably designed to limit disruptions to the business and operations of the Sellerdocuments. (b) No party hereto shall issue any press release or make any announcement to its employees, its customers, the public or otherwise relating to the subject matter of this Agreement without the prior written approval of the Purchaser and the Seller; provided, however, that any party may make any public disclosure it believes in good faith is required or advisable, as confirmed by counsel, by applicable law or any listing or trading agreement concerning its publicly traded securities (in which case the disclosing party shall provide the other party with a copy of the disclosure and an opportunity to make comments thereto prior to making the disclosure).