Common use of Access; Integration Planning Clause in Contracts

Access; Integration Planning. (a) For purposes of furthering the Merger, upon reasonable advance notice, the Company shall afford Parent and its employees, accountants, consultants, internal and external legal counsel, financial advisors, tax advisors and other representatives reasonable access during normal business hours, throughout the period prior to the earlier of the termination of this Agreement in accordance with Article VIII and Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and, during such period, the Company shall, and shall cause its Subsidiaries to make available to Parent such other available information concerning its business, properties and personnel as Parent may reasonably request. The foregoing notwithstanding, the Company shall not be required to provide access to or make available to any person any document or information if doing so would, in the reasonable judgment of the Company and its outside counsel, violate any Law or jeopardize the attorney-client privilege of the Company or any of its Subsidiaries; provided, that the Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to provide such document or information in a manner that would not result in violation of Law or the loss or waiver of such privilege; provided, further, that any access or investigation pursuant to this Section 6.2(a) shall be conducted in such a manner as not to interfere unreasonably with the business and operations of the Company or any of the Company’s Subsidiaries. No investigation by Parent or its representatives shall affect or be deemed to modify or waive the representations and warranties of the Company set forth in this Agreement. (b) The Company and Parent shall reasonably cooperate with each other, under the control and direction of Parent, in any information procedure or discussions with their or their Subsidiaries’ respective works councils and in the resolution of any issues arising therefrom, including by keeping each other apprised on a reasonably current basis of the status of such information procedure and providing as promptly as practicable a copy of the minutes of any meeting during which the Merger is examined. (c) The Parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or representatives in connection with this Agreement and the consummation of the Merger shall be governed in accordance with the confidentiality agreement, dated as of June 7, 2016, between the Company and Parent (the “Confidentiality Agreement”). (d) From and after the date hereof until the Effective Time, the Company and Parent shall, and shall cause their Subsidiaries and Representatives to, use their reasonable best efforts, subject to applicable Law, to cooperate with the other Party in connection with planning the integration of the business operations of the Surviving Corporation and Parent and their respective Subsidiaries following the Closing. In furtherance of the foregoing, promptly following the date hereof, each of Parent and the Company shall designate two individuals to serve on an integration committee, with such committee meeting at least monthly and as otherwise reasonably requested by Parent, to conduct transition and integration planning.

Access; Integration Planning. (a) For purposes of furthering the Merger, upon reasonable advance notice, the The Company shall and shall cause it Subsidiaries to afford Parent Acquiror and its employees, accountants, consultants, internal and external legal counsel, financial advisors, tax advisors and other representatives Representatives reasonable access during normal business hours, throughout the period prior to the earlier of the valid termination of this Agreement in accordance with Article VIII and the Effective Time, to its and its Subsidiaries’ personnel, properties, contractsContracts, commitments, books and records (including Tax Returns) and, during such period, the Company shall, and shall cause its Subsidiaries to make available to Parent Acquiror such other available information concerning its business, properties and personnel as Parent Acquiror may reasonably request and shall instruct the Company’s (and its Subsidiaries’) independent accountants to provide access to their work papers and such other information (including Tax Returns) as Acquiror may reasonably request. The foregoing notwithstanding, the Company shall not be required to provide access to or make available to any person any document or information if doing so would, in the reasonable judgment of the Company and its outside counsel, violate any Law or jeopardize the attorney-client privilege of the Company or any of its Subsidiaries; provided, that the Company will inform Parent Acquiror of the general nature of the document or information being withheld and reasonably cooperate with Parent Acquiror to provide such document or information in a manner that would not result in violation of Law or the loss or waiver of such privilege; provided, further, that any access or investigation pursuant to this Section 6.2(a) shall be conducted in such a manner as not to interfere unreasonably with the business and operations of the Company or any of the Company’s Subsidiaries. No investigation by Parent Acquiror or its representatives Representatives shall affect or be deemed to modify or waive the representations and warranties of the Company set forth in this Agreement. (b) The Company and Parent shall reasonably cooperate with each other, under the control and direction of Parent, in any information procedure or discussions with their or their Subsidiaries’ respective works councils and in the resolution of any issues arising therefrom, including by keeping each other apprised on a reasonably current basis of the status of such information procedure and providing as promptly as practicable a copy of the minutes of any meeting during which the Merger is examined. (c) The Parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or representatives Representatives in connection with this Agreement and the consummation of the Merger shall be governed in accordance with the confidentiality agreement, dated as of June 7November 29, 2016, between the Company and Parent (the “Confidentiality Agreement”). (dc) From and after the date hereof until the Effective Time, the Company and Parent Acquiror shall, and shall cause their Subsidiaries and Representatives to, use their commercially reasonable best efforts, subject to applicable Law, to cooperate with the other Party in connection with planning the integration of the business operations of the Surviving Corporation and Parent Acquiror and their respective Subsidiaries following the Closing. In furtherance of the foregoing, promptly following the date hereof, each of Parent and the Company shall designate two individuals to serve on an integration committee, with such committee meeting at least monthly and as otherwise reasonably requested by Parent, to conduct transition and integration planning.

Access; Integration Planning. (a) For Subject to the Confidentiality Agreement, for purposes of furthering the Merger, upon reasonable advance notice, the Company shall, and shall cause its Subsidiaries to, afford Parent and its employeesRepresentatives (including the Financing Sources and their respective Representatives, accountants, consultants, internal and external legal counsel, financial advisors, tax advisors and other representatives who shall each be required to execute a separate Confidentiality Agreement or a joinder to the Confidentiality Agreement) reasonable access during normal business hourshours (unless otherwise agreed to by the Company), throughout the period prior to the earlier of the termination of this Agreement in accordance with Article VIII IX and the Effective Time, to its and its Subsidiaries’ personnelexecutive officers, outside accountants, properties, contracts, commitmentsContracts, books and records and, during such period, the Company shall, and shall cause its Subsidiaries to make available provide to Parent such other available information concerning its business, properties and personnel as Parent may reasonably requestrequest from time to time. The foregoing notwithstanding, the Company shall not be required to provide access to or make available to any person such person, any such document or any such information if doing so would, in the reasonable good faith judgment of the Company and its outside counsel, violate any Law Law, violate any of its or jeopardize its Affiliates’ respective obligations to third parties with respect to confidentiality, or result in the loss of legal protection, including the attorney-client privilege and work product doctrine of the Company or any of its Subsidiaries; provided, that the Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to provide such document or information in a manner that would not result in violation of Law or the loss or waiver of such privilege; provided, further, that any . Any access or investigation pursuant to this Section 6.2(a7.2(a) shall be conducted in such a manner as not to interfere unreasonably with the business and operations of the Company or any of the Company’s Subsidiaries. No investigation by Parent or its representatives Representatives shall affect or be deemed to modify or waive the representations and warranties of the Company set forth in this Agreement, or otherwise limit or affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (b) The Company and Parent shall reasonably cooperate with each other, under the control and direction of Parent, in any information procedure or discussions with their or their Subsidiaries’ respective works councils and in the resolution of any issues arising therefrom, including by keeping each other apprised on a reasonably current basis of the status of such information procedure and providing as promptly as practicable a copy of the minutes of any meeting during which the Merger is examined. (c) The Parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or representatives Representatives in connection with this Agreement and the consummation of the Offer and the Merger shall be governed in accordance with the confidentiality agreement, dated as of June 7, 2016, by that certain Mutual Nondisclosure Agreement between the Company and Parent, executed by the Company on October 26, 2016 and by the Parent on October 12, 2016 (the “Confidentiality Agreement”), which shall survive any termination of this Agreement in accordance with the terms set forth therein. (dc) From and after the date hereof until the Effective Time, the Company and Parent shall, and shall cause their respective Subsidiaries and Representatives to, use their reasonable best efforts, subject to applicable LawLaw and the approval of their respective legal counsel, to cooperate with the other Party in connection with planning the integration of the business operations of the Surviving Corporation and Parent and their respective Subsidiaries following the Closing. In furtherance of the foregoing, promptly following the date hereof, each of Parent and the Company shall designate two individuals to serve on an integration committee, with such committee meeting at least monthly (subject to applicable Law and the approval of their respective legal counsel) and as otherwise reasonably requested by Parent, to conduct transition and integration planning.