Common use of Access; Notification of Certain Matters Clause in Contracts

Access; Notification of Certain Matters. (a) During the Interim Period, the officers, employees and authorized Representatives of Purchaser (at Purchaser’s expense) shall have reasonable access during normal business hours upon providing written notice to Seller no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of Seller or the Target Companies (including audit books) in order for Purchaser to have the opportunity to make such investigation as it may reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Purchaser and Purchaser’s Representatives will not be permitted to interfere unreasonably with the operations of Seller or the Target Companies. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require Seller or any Target Company to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which Seller or any Target Company is bound, or violate any applicable Law. (b) During the Interim Period, the officers, employees and authorized Representatives of Seller (at Seller’s expense) shall have reasonable access during normal business hours upon providing written notice to Purchaser no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of Purchaser (including audit books) in order for Seller to have the opportunity to make such investigation as it will reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Seller and Representatives of Seller will not be permitted to interfere unreasonably with the operations of Purchaser. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require Purchaser to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which Purchaser is bound, or violate any applicable Law. (c) During the Interim Period, Seller shall disclose to Purchaser in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 6.01 and Section 6.03 to be satisfied. (d) During the Interim Period, Purchaser shall disclose to Seller in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 6.02 and Section 6.03 to be satisfied.

Access; Notification of Certain Matters. (a) During the Interim Period, the officers, employees and authorized Representatives of Purchaser (at Purchaser’s expense) shall have reasonable access during normal business hours upon providing written notice to the Seller Representative no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of Seller or the Target Companies Company Entities (including audit books) in order for Purchaser to have the opportunity to make such investigation as it may reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Purchaser and Purchaser’s Representatives will not be permitted to interfere unreasonably with the operations of Seller or the Target CompaniesCompany Entities. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require Seller or any Target Company Entity to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which Seller or any Target Company Entity is bound, or violate any applicable Law. (b) During the Interim Period, the officers, employees and authorized Representatives of Seller the Company (at Sellerthe Company’s expense) shall have reasonable access during normal business hours upon providing written notice to Purchaser no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of Purchaser (including audit books) in order for the Representatives of the Company and the Seller Representative to have the opportunity to make such investigation as it they will reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Seller and Representatives of the Company and the Seller Representative will not be permitted to interfere unreasonably with the operations of Purchaser. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require Purchaser to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which Purchaser is bound, or violate any applicable Law. (c) During the Interim Period, the Seller Representative shall disclose to Purchaser in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 6.01 7.01 and Section 6.03 7.03 to be satisfied. (d) During the Interim Period, Purchaser shall disclose to the Seller Representative in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 6.02 7.02 and Section 6.03 7.03 to be satisfied.

Access; Notification of Certain Matters. (a) During Between the Interim Perioddate hereof and the Closing, the officers, employees and authorized Representatives of Purchaser (at Purchaser’s expense) shall have reasonable access during normal business hours upon providing written notice to Seller the Company no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of Seller or the Target Companies (including audit books) in order for Purchaser to have the opportunity to make such investigation as it may will reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Purchaser and Purchaser’s Representatives will not be permitted to interfere unreasonably with the operations of Seller or the Target Companies. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require Seller or any Target Company to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which Seller or any Target Company is bound, or violate any applicable Law. (b) During Between the Interim Perioddate hereof and the Closing, the officers, employees and authorized Representatives of Seller Shareholder’s Representative (at SellerShareholder Representative’s expense) shall have reasonable access during normal business hours upon providing written notice to Purchaser no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of Purchaser (including audit books) in order for Seller the Shareholders’ Representative to have the opportunity to make such investigation as it will reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Seller the Shareholders’ Representative and Representatives of Seller the Shareholders’ Representative will not be permitted to interfere unreasonably with the operations of Purchaser. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require Purchaser to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which Purchaser or its Subsidiaries is bound, or violate any applicable Law. (c) During Between the Interim Perioddate hereof and the Closing, Seller the Company, FGH and the Shareholders’ Representative shall disclose to Purchaser in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 6.01 7.01 and Section 6.03 7.03 to be satisfied. (d) During Between the Interim Perioddate hereof and the Closing, Purchaser shall disclose to Seller the Company, FGH and the Shareholders’ Representative, in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 6.02 7.02 and Section 6.03 7.03 to be satisfied.

Access; Notification of Certain Matters. (a) During the Interim Period, the officers, employees and authorized Representatives of Purchaser Goal (at PurchaserGoal’s expense) shall have reasonable access during normal business hours upon providing written notice to Seller DV no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of Seller or the Target Companies DV Entities (including audit books) in order for Purchaser Goal to have the opportunity to make such investigation as it may reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Purchaser Goal and PurchaserGoal’s Representatives will not be permitted to interfere unreasonably with the operations of Seller or the Target CompaniesDV Entities. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require Seller or any Target Company DV Entity to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which Seller or any Target Company DV Entity is bound, or violate any applicable Law. (b) During the Interim Period, the officers, employees and authorized Representatives of Seller DV (at SellerDV’s expense) shall have reasonable access during normal business hours upon providing written notice to Purchaser Goal no later than two (2) Business Days prior to the date of such desired access, to the offices, properties, assets, premises, books and records of Purchaser Goal (including audit books) in order for Seller the Representatives of DV and DV to have the opportunity to make such investigation as it they will reasonably desire in connection with the consummation of the Transactions; provided, however, that in exercising such access rights, Seller and Representatives of Seller DV and DV will not be permitted to interfere unreasonably with the operations of PurchaserGoal. Notwithstanding anything contained herein to the contrary, no such access or examination may be permitted to the extent that it would require Purchaser Goal to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which Purchaser Goal is bound, or violate any applicable Law. (c) During the Interim Period, Seller DV shall disclose to Purchaser Goal in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 6.01 7.01 and Section 6.03 7.03 to be satisfied. (d) During the Interim Period, Purchaser Goal shall disclose to Seller DV in writing any development, fact or circumstance arising before or after the date hereof, that would reasonably be expected to result in the failure of the conditions set forth in Section 6.02 7.02 and Section 6.03 7.03 to be satisfied.