Common use of Access; Consultation Clause in Contracts

Access; Consultation. Upon reasonable notice, and except as may otherwise be required by applicable Law, each party hereto shall (and shall cause its Subsidiaries to) afford the Representatives of the other party hereto reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to the other party all information concerning its or any of its Subsidiaries’ business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company or Parent hereunder; and provided further that the foregoing shall not require the Company or Parent to permit any inspection, or to disclose any information, that such party has been advised by counsel may not be provided under applicable Law or that, in the reasonable judgment of such party, would result in the disclosure of any trade secrets of third parties, result in the loss of a legal privilege with respect to a material issue or violate any of its obligations with respect to confidentiality if such party shall have used reasonable best efforts to obtain any consent of any third party to such inspection or disclosure or otherwise to make reasonable provision for the required inspection or disclosure, by entry into a joint defense agreement on reasonable terms or otherwise. All requests for information made pursuant to this Section 6.6 shall be directed to the General Counsel of the Company or Parent or such Person as may be designated by such General Counsel. All such information shall be governed by the terms of the Confidentiality Agreement.

Access; Consultation. (a) Upon reasonable notice, and except as may otherwise be required prohibited by applicable Law, HomeCom and Company each party hereto shall (and shall cause its their Subsidiaries to) afford the Representatives of to the other party hereto and the employees, agents and representatives (including any attorney or accountant retained by either party) of either party, as the case may be, reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing Date, to its properties, books, contracts Contracts and records and, during such period, each shall (and shall cause its their Subsidiaries to) furnish promptly to the other party all information concerning its or any of its Subsidiaries’ business, properties and personnel as may reasonably be requested; , provided that no investigation pursuant to this Section 6.6 6.2 shall affect or be deemed to modify any representation or warranty made by the Company or Parent hereunder; under this Agreement, and provided further provided, further, that the foregoing shall not require HomeCom or the Company or Parent to permit any inspection, or to disclose any information, that such party has been advised by counsel may not be provided under applicable Law or that, in the reasonable judgment of such partyHomeCom or the Company, as the case may be, would result in the disclosure of any trade secrets of third parties, result in the loss of a legal privilege with respect to a material issue parties or violate any of its obligations with respect to confidentiality if such party HomeCom or the Company, as the case may be, shall have used all reasonable best efforts to obtain any the consent of any such third party to such inspection or disclosure or otherwise to make reasonable provision for the required inspection or disclosure, by entry into a joint defense agreement on reasonable terms or otherwise. All requests for information made pursuant to this Section 6.6 6.2 shall be directed to an executive officer of HomeCom or the General Counsel of Company, as the Company or Parent case may be, or such Person as may be designated by any such General Counsel. All such information shall executive officer, as the case may be. (b) Subject to applicable Laws relating to the exchange of information, from the Agreement Date to the Closing Date, the Company and HomeCom agree to consult with each other on a regular basis on a schedule to be governed by the terms of the Confidentiality Agreementagreed with regard to their respective operations.

Access; Consultation. (a) Upon reasonable notice, and except as may otherwise be required prohibited by applicable Law, Xxxxxxxx and Company each party hereto shall (and shall cause its their Subsidiaries to) afford the Representatives of to the other party hereto and the employees, agents and representatives (including any attorney or accountant retained by either party) of either party, as the case may be, reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing Date, to its properties, books, contracts Contracts and records and, during such period, each shall (and shall cause its their Subsidiaries to) furnish promptly to the other party all information concerning its or any of its Subsidiaries’ business, properties and personnel as may reasonably be requested; , provided that no investigation pursuant to this Section 6.6 7.2 shall affect or be deemed to modify any representation or warranty made by the Company or Parent hereunder; under this Agreement, and provided further provided, further, that the foregoing shall not require Xxxxxxxx or the Company or Parent to permit any inspection, or to disclose any information, that such party has been advised by counsel may not be provided under applicable Law or that, in the reasonable judgment of such partyXxxxxxxx or the Company, as the case may be, would result in the disclosure of any trade secrets of third parties, result in the loss of a legal privilege with respect to a material issue parties or violate any of its obligations with respect to confidentiality if such party Xxxxxxxx or the Company, as the case may be, shall have used all reasonable best efforts to obtain any the consent of any such third party to such inspection or disclosure or otherwise to make reasonable provision for the required inspection or disclosure, by entry into a joint defense agreement on reasonable terms or otherwise. All requests for information made pursuant to this Section 6.6 7.2 shall be directed to an executive officer of Xxxxxxxx or the General Counsel of Company, as the Company or Parent case may be, or such Person as may be designated by any such General Counsel. All such information shall executive officer, as the case may be. (b) Subject to applicable Laws relating to the exchange of information, from the Agreement Date to the Closing Date, the Company and Xxxxxxxx agree to consult with each other on a regular basis on a schedule to be governed by the terms of the Confidentiality Agreementagreed with regard to their respective operations.

Access; Consultation. (a) Upon reasonable notice, and except as may otherwise be required prohibited by applicable Law, each party hereto of the Company and Parent shall (and shall cause its respective Subsidiaries to) afford the Representatives of to the other party hereto employees, agents and representatives (including any investment banker, attorney or accountant retained by the other or any of its Subsidiaries) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, it shall (and shall cause its Subsidiaries to) furnish promptly to the other party all information concerning its or any of its Subsidiaries’ business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 6.6(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent hereunderunder this Agreement; and provided further provided, further, that the foregoing shall not require the Company or Parent to permit any inspection, or to disclose any information, that such party has been advised by counsel may not be provided under applicable Law or that, in the reasonable judgment of such party, party would result in the disclosure of any trade secrets of third parties, result in parties or the loss waiver of a legal any privilege with respect to a material issue or violate any of its such party's obligations with respect to confidentiality if such party shall have used all reasonable best efforts to obtain any the consent of any such third party to such inspection or disclosure or otherwise to make reasonable provision for the required inspection or disclosure, by entry into a joint defense agreement on reasonable terms or otherwisepreserve such privilege. All requests for information made pursuant to this Section 6.6 6.6(a) shall be directed to the General Counsel an executive officer of the Company or Parent Parent, or such Person as may be designated by any such General Counsel. All such information shall executive officer, as the case may be. (b) Subject to applicable Laws relating to the exchange of information, from the date of this Agreement to the Effective Time, the Company agrees to consult with Parent on a regular basis on a schedule to be governed agreed with regard to the Company's operations. (c) Prior to the Closing, the Company will provide to Parent a worldwide list of all patents, trade names, registered trademarks and registered service marks, and applications for any of the foregoing, owned or possessed by the terms Company or any of the Confidentiality Agreementits Subsidiaries.

Access; Consultation. (a) Upon reasonable notice, and except as may otherwise be required by applicable Lawlaw, the Company and SBC each party hereto shall (and shall cause its Subsidiaries to) afford the SBC Representatives of or the other party hereto Company Representatives, as the case may be, reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other party all information concerning its or any of its Subsidiaries’ business, properties and personnel as may reasonably be requested; , provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company Company, SBC or Parent Merger Sub hereunder; , and provided further provided, further, that the foregoing shall not require the Company or Parent SBC to permit any inspection, or to disclose any information, that such party has been advised by counsel may not be provided under applicable Law or that, in the reasonable judgment of such partythe Company or SBC, as the case may be, would result in the disclosure of any trade secrets of third parties, result in the loss of a legal privilege with respect to a material issue parties or violate any of its obligations with respect to confidentiality if such party the Company or SBC, as the case may be, shall have used all reasonable best efforts to obtain any the consent of any such third party to such inspection or disclosure or otherwise to make reasonable provision for the required inspection or disclosure, by entry into a joint defense agreement on reasonable terms or otherwise. All requests for information made pursuant to this Section 6.6 shall be directed to the General Counsel an executive officer of the Company or Parent SBC, as the case may be, or such Person as may be designated by any such General Counsel. All such information shall executive officer, as the case may be. (b) From the date hereof to the Effective Time, SBC and the Company agree to consult with each other on a regular basis on a schedule to be governed agreed with regard to their respective operations. (c) From the date hereof to the Effective Time, the Company agrees to notify SBC in advance of any issuance by the terms Company or any of the Confidentiality Agreementits Subsidiaries of any longterm debt in excess of $50 million, Company Preferred Shares or Company Preference Shares.

Access; Consultation. (a) Upon reasonable notice, and except as may otherwise be required prohibited by applicable Law, the Company and Parent each party hereto shall (and shall cause its Subsidiaries to) afford Parent's and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by Parent or any of its Subsidiaries) or the Representatives of Company Representatives, as the other party hereto case may be, reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other party all information concerning its or any of its Subsidiaries’ business, properties and personnel as may reasonably be requested; , provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company Company, Parent or Parent hereunder; Merger Sub under this Agreement, and provided further provided, further, that the foregoing shall not require the Company or Parent to permit the other party to conduct any environmental testing or sampling or to permit any inspection, or to disclose any information, that such party has been advised by counsel may not be provided under applicable Law or that, in the reasonable judgment of such partythe Company or Parent, as the case may be, would be in violation of applicable Law or result in the disclosure of any trade secrets of third parties, result in the loss of a legal privilege with respect to a material issue parties or violate any of its obligations with respect to confidentiality if such party the Company or Parent, as the case may be, shall have used all reasonable best efforts to obtain any the consent of any such third party to such inspection or disclosure or otherwise to make reasonable provision for the required inspection or disclosure, by entry into a joint defense agreement on reasonable terms or otherwise. All requests for information made pursuant to this Section 6.6 shall be directed to the General Counsel such executive officers of the Company or Parent or such Person Parent, as the case may be, as shall be designated by such General Counsel. All such information shall be governed from time to time by the terms Company or Parent as the case may be. (b) Subject to applicable Laws relating to the exchange of information, from the Confidentiality Agreementdate of this Agreement to the Effective Time, Parent and the Company agree to consult with each other on a regular basis on a schedule to be agreed with regard to their respective operations.

Access; Consultation. Upon (a) To the extent permitted by Law, upon reasonable notice, each of Parent and except as may otherwise be required by applicable Law, each party hereto shall the Company will (and shall will cause its Subsidiaries to) afford the other and the other’s Representatives of the other party hereto reasonable access, during normal business hours throughout the period prior to the Effective Time, and permit such party to review its properties, books, contracts and records (including any amendments, modifications or supplements thereto) and, during such period, shall each will (and shall will cause its Subsidiaries to) furnish promptly to the other party all information concerning its or any of its Subsidiaries’ business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall 7.6(a) will affect or be deemed to modify any representation or warranty made by the Company or Parent any party hereunder; and provided further provided, further, that the foregoing shall will not require the Company or Parent a party to permit any inspection, or to disclose any information, that in such party has been advised by counsel may not be provided under applicable Law or that, in the party’s reasonable judgment of such party, would (i) result in the disclosure of any trade secrets of third parties, result in the loss of a legal privilege with respect to a material issue or (ii) violate any of its obligations to a third party with respect to confidentiality if such party shall have used reasonable best efforts has sought to obtain any the consent of any such third party to such inspection or disclosure or otherwise to make reasonable provision for the required any inspection or disclosure, by entry into or (iii) result in a joint defense agreement waiver of attorney-client privilege. (b) Notwithstanding anything herein to the contrary, neither Parent nor any of its Subsidiaries or Representatives will have the right to conduct environmental sampling or testing on reasonable terms any of the properties of the Company or otherwiseits Subsidiaries prior to the Effective Time. All requests for information made pursuant to this Section 6.6 shall 7.6 will be directed to the General Counsel an executive officer of the Company or Parent Parent, as the case may be, or such that Person as may be designated by such General Counselany executive officer, as the case may be. All such information shall be governed shared by the terms parties and their respective Representatives will be subject to the Parent Confidentiality Agreement and subject to section 8.2 of the Confidentiality Asset Sale Agreement.

Access; Consultation. (a) Upon reasonable notice, and except as may otherwise be required prohibited by applicable Law, the Company and Parent each party hereto shall (and shall cause its Subsidiaries to) afford the Representatives of to the other and its Subsidiaries, and the employees, agents and representatives (including any investment banker, attorney or accountant retained by either party) of either party hereto or its Subsidiaries, as the case may be, reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts Contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other party all information concerning its or any of its Subsidiaries’ business, properties and personnel as may reasonably be requested; , provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company Company, Parent or Parent hereunder; Merger Sub under this Agreement, and provided further provided, further, that the foregoing shall not require the Company or Parent to permit any inspection, or to disclose any information, that such party has been advised by counsel may not be provided under applicable Law or that, in the reasonable judgment of such partythe Company or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties, result in the loss of a legal privilege with respect to a material issue parties or violate any of its obligations with respect to confidentiality if such party the Company or Parent, as the case may be, shall have used all reasonable best efforts to obtain any the consent of any such third party to such inspection or disclosure or otherwise to make reasonable provision for the required inspection or disclosure, by entry into a joint defense agreement on reasonable terms or otherwise. All requests for information made pursuant to this Section 6.6 shall be directed to the General Counsel an executive officer of the Company or Parent Parent, as the case may be, or such Person as may be designated by any such General Counsel. All such information shall executive officer, as the case may be. (b) Subject to applicable Laws relating to the exchange of information, from the date of this Agreement to the Effective Time, Parent and the Company agree to consult with each other on a regular basis on a schedule to be governed by the terms of the Confidentiality Agreementagreed with regard to their respective operations.