Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) From the date of this Agreement until the date following the Closing Date on which the Common Shares purchased pursuant to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access during normal business hours to its books, records (including Tax returns and appropriate work papers of independent auditors subject to such access agreements as may be required by such auditors), properties and personnel and to such other information as the Investor may reasonably request; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of this Section 3.2(a) apply.

Access; Confidentiality. (a) From Between the date hereof and the earlier of termination of this Agreement until the date following or the Closing Date on which Date, the Common Shares purchased pursuant Stockholders and the Companies will (i) provide to the Transaction Documents and held by the Investor represent less than five percent (5%) of the outstanding Common Shares (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents officers and other authorized representatives (collectivelyof UAG and Sub full access, “Representatives”) such access during normal business hours hours, to its any and all premises, properties, files, books, records records, documents, and other information of the Companies and will cause their officers to furnish to UAG and Sub and their authorized representatives any and all financial, technical and operating data and other information pertaining to the businesses and properties of the Companies, and (including Tax returns ii) make available for inspection and appropriate work papers copying by UAG and Sub true and complete copies of independent auditors subject any documents relating to such access agreements the foregoing. UAG and Sub will hold (and will cause their officers, directors, employees and representatives to hold) in confidence (unless and to the extent compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law) all Confidential Information (as defined below) and will not disclose the same to any third party except in connection with obtaining financing and otherwise as may reasonably be required by such auditors), properties and personnel and necessary to such other information as the Investor may reasonably request; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice of the Company’s counsel, would create any potential material liability under applicable Laws or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company carry out this Agreement and the Company Subsidiaries shall use commercially reasonable efforts transactions contemplated hereby, including any due diligence review by or on behalf of UAG and Sub, but only if each third party agrees to make appropriate substitute disclosure arrangements under circumstances where be bound by the restrictions in clauses (x) and (y) of this Section 3.2(a) apply.5.1. If this Agreement is terminated, UAG and Sub will promptly return to the Companies, upon the request of the Companies, all Confidential Information furnished by the Companies and the Stockholders to UAG or Sub, including all copies thereof. As used herein, "

Access; Confidentiality. (a) From During the date Interim Period, the Company shall, and shall cause any Person it Controls to, (i) give the Investors and their authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of this Agreement until the date following Company and its Subsidiaries, (ii) permit the Closing Date on which Investors to make such copies and inspections thereof as they may reasonably request, (iii) furnish the Common Shares purchased pursuant Investors with such financial information as the Investors may reasonably request; and (iv) cause the officers of the Company and its Subsidiaries to furnish the Investors with such financial and operating data and other information with respect to the Transaction Documents businesses and held by the Investor represent less than five percent (5%) properties of the outstanding Common Shares (Company and its Subsidiaries as adjusted the Investors may from time to time for reasonably request; provided that any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company, subject to Section 3.2(b), shall allow and shall cause the Company Subsidiaries to allow, upon reasonable advance notice, the Investor and its officers, employees, advisors, consultants, agents and other representatives (collectively, “Representatives”) such access shall be conducted at reasonable times during normal business hours hours, under the supervision of the Company's personnel or representatives and in such a manner reasonably designed to its booksmaintain the confidentiality of this Agreement, records (including Tax returns the transactions contemplated hereby and appropriate work papers not to interfere with the normal operation of independent auditors subject the business of the Company. No investigation pursuant to such access agreements as may be required by such auditors), properties and personnel and this Section 5.3 shall affect any representation or warranty in this Agreement of any party hereto or any conditions to such other information as the Investor may reasonably requestobligations of the parties hereto; provided, however, that in no event shall the Investor and its Representatives have access to any information that (x) based on advice resulting from an investigation prior to the date hereof cannot form the basis for any breach of the Company’s counsel, would create any potential material liability under applicable Laws a representation or would destroy any legal privilege or (y) in the reasonable judgment of the Company, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Company with respect to confidentiality; provided, further, that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (x) and (y) of this Section 3.2(a) applywarranty.