Access of Buyer and Seller. (a) During the Interim Period, Seller will provide Buyer and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the Facilities, the Scheduled Employees and all information related to the Acquired Assets, the Scheduled Employees and the Assumed Liabilities in possession of Seller and its Affiliates (including, subject to the receipt of any required Consents and in accordance with applicable Law, such information and records respecting the Scheduled Employees as Buyer reasonably deems necessary to comply with its obligations under this Agreement), and to the Representatives of Seller who have significant responsibility with respect thereto, in each case, as reasonably requested by Buyer in connection with the consummation of the transactions contemplated by this Agreement, but only to the extent that such access does not unreasonably interfere with the operation of the Facilities or the other business or operations of Seller or its Affiliates, and subject to compliance with applicable Laws and Permits; provided, that Seller shall have the right to have its Representatives present for any communication with the Scheduled Employees, or any other employees or officers of Seller or its Affiliates, and to impose reasonable restrictions and requirements for safety purposes. In connection with and subject to the limitations set forth in the foregoing, during the Interim Period, (i) Seller shall permit Buyer and its Representatives to make such reasonable inspections of the Sites as Buyer may reasonably request (and Buyer shall be entitled, at its expense, to have the Sites surveyed and to conduct non-invasive physical inspections thereof), and (ii) Buyer shall be entitled to perform Phase I environmental studies or environmental site assessments of the Acquired Assets at Buyer’s cost and upon notice to and in cooperation with Seller, utilizing an environmental firm reasonably acceptable to Buyer and Seller to update any or all of the existing Phase I environmental assessments posted to the Data Site, with Buyer and Seller as the identified users of the updated Phase I environmental assessments, and Buyer shall promptly furnish Seller with a copy of any such updates; provided, however, that during the Interim Period Buyer shall not be entitled to perform any Phase II environmental site assessments or invasive environmental studies. Seller shall furnish Buyer with a copy of each material report, schedule or o...
Access of Buyer and Seller. (a) During the Interim Period, Seller will, and will cause the Project Company and its Representatives to (i) provide Buyer and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the Project Company and the officers and employees of Seller and its Affiliates who have significant responsibility for the Project Company, but only to the extent that such access does not unreasonably interfere with the business of Seller or the Business and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws and any Contracts or Permits to which Seller, the Project Company or any of their Affiliates is a party; provided, however, that Seller shall have the right to (x) have a Representative present for any communication with employees or officers of Seller or its Affiliates, (y) impose reasonable restrictions and requirements for safety purposes and (z) restrict access to any privileged information relating to any pending or threatened Claim, (ii) subject to the foregoing clause (z), furnish Buyer, Buyer’s Representatives and Buyer’s prospective lenders and their representatives (collectively, “Buyer’s Advisors”) with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (iii) furnish Buyer and Buyer’s Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request.
Access of Buyer and Seller. (a) During the Interim Period, Seller will provide Buyer and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the Project Companies, the Additional Equipment and the officers and employees of Seller and its Affiliates who have significant responsibility for one or more Project Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller or the Business of the Project Companies and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws and any Contracts or Permits to which Seller, any Project Company or any of their Affiliates is a party; provided, however, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller or its Affiliates, (ii) impose reasonable restrictions and requirements for safety purposes and (iii) restrict access to any privileged information relating to any pending or threatened Claim. Buyer shall provide Seller with not less than three Business Days prior notice of the date and time on which any such entry upon the Property shall occur.
Access of Buyer and Seller. (a) During the Interim Period, Seller will provide Buyer and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the Projects and the officers and employees of Seller and its Affiliates who have significant responsibility for one or more Project Companies, but only to the extent that such access does not unreasonably interfere with the Business of Seller or the Project Companies and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws; provided, however, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller or its Affiliates and (ii) impose reasonable restrictions and requirements for safety purposes. Buyer shall be entitled, at its sole cost and expense, to have the Property surveyed and to conduct non-invasive physical inspections (including a Phase I environmental site assessment conforming generally with ASTM Standard E1527-00) of the Property; provided, however, that Buyer shall not be entitled to collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive sampling on the Property. Any such right of access and right to survey and conduct physical inspections described in this Section 6.2 shall be subject to the rights, if any, of any other owner of a Project Company or a Project to approve such access. Buyer shall provide Seller with not less than five Business Days prior written notice of the date and time on which any such entry upon the Property shall occur. Promptly upon completion of any such entry, Buyer shall repair any damage caused by such entry.
Access of Buyer and Seller. (a) During the Interim Period, Seller will (i) provide Buyer and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all premises, properties, management, personnel, books, records (including Tax records) and documents associated with the Acquired Assets and permit Buyer and such Representatives to make such reasonable inspections thereof as Buyer may reasonably request (and Buyer shall be entitled, at its expense, to have the Sites surveyed and to conduct non-invasive physical inspections (which shall exclude any Phase I environmental site assessment)) provided, however, that Buyer shall not be entitled (A) to perform any Phase 1 environmental studies, or (B) to collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive sampling on the Sites); (ii) subject to the receipt of any required consents and in accordance with applicable Laws, provide Buyer with such information and records (including payroll records) regarding Seller Employees and Off-Site Employees as Buyer reasonably deems necessary to comply with the obligations of this Agreement; (iii) furnish Buyer with a copy of each material report, schedule or other document filed or received by it or its Affiliates with respect to the Acquired Assets with a Governmental Authority. Notwithstanding the foregoing, and without limiting the generality of the confidentiality provisions set forth in Section 5.15, Seller shall not supply Buyer with any information or records if, and to the extent, prohibited by applicable Law.
Access of Buyer and Seller. During the Interim Period, Seller will provide Buyer and its authorized Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the properties, books, Contracts, records and appropriate officers and employees of, or employees performing actions on behalf of, the Companies, but only to the extent that such access (i) does not unreasonably interfere with the normal operation of the business of Seller or the Companies and (ii) is reasonably related to the requesting Party’s obligations and rights hereunder; provided, however, that Seller shall have the right to (A) have a Representative present for any communication with officers or employees of, or employees performing actions on behalf of, the Companies and (B) impose reasonable restrictions and requirements for safety purposes. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide or cause either of the Companies to provide to Buyer, any information the disclosure of which (1) would jeopardize any privilege available to such Company, Seller, or any Non-Company Affiliate, (2) would cause such Company, Seller, or any Non-Company Affiliate to breach a confidentiality obligation or (3) would result in a violation of Law.
Access of Buyer and Seller. (a) During the Interim Period, Seller will, and will cause its Representatives to (at Buyer's sole cost and expense) provide Buyer and its Representatives with reasonable access, upon reasonable prior notice to Seller and during normal business hours, to the Property and to the officers and employees of Seller and its Affiliates who have significant responsibility in respect of the Business or the Purchased Assets, but only to the extent that such access is under the supervision of Seller's Representatives and does not disrupt or interfere with the business of Seller or the Business and that such access is reasonably related to the requesting Party's obligations and rights hereunder, and subject to compliance with applicable Laws, COVID-related restrictions and protocols and any Contracts or Permits to which Seller or any of its Affiliates is a party; provided, however, that Seller shall have the right to (x) have a Representative present for any communication with employees or officers of Seller or its Affiliates, and (y) impose reasonable restrictions and requirements for safety purposes. During the Interim Period, Seller will use commercially reasonable efforts to provide Buyer with information as may be reasonably requested by Buyer, relating to any occurrence or failure of an event or circumstance to occur, which occurrence or failure would reasonably be likely to cause any representation or warranty of Seller contained in this Agreement to be untrue or inaccurate. In all events, Seller shall have the right to restrict access to any information to the extent the disclosure of such information would, as reasonably determined by Seller, (1) jeopardize attorney-client privilege relating to any pending or threatened Claim or (2) conflict with any confidentiality obligations by which Seller or any of its Affiliates is bound that Seller is unable to overcome after using commercially reasonable efforts to seek the consent to disclosure from the owner of the confidential information or otherwise having used commercially reasonable efforts to enable the confidential information to be disclosed to Buyer in a manner consistent with such confidentiality obligations. Prior to the Closing Date, Buyer shall not have the right to examine and/or inspect the Property more than one time per week (recognizing that due to the reason for the examination and/or inspection, it may extend beyond one day). From and after the date that is three (3) months prior to the anticipat...
Access of Buyer and Seller. During the Interim Period, Seller will provide Buyer and its Representatives, at Buyer’s sole cost and expense, with reasonable access, upon reasonable prior notice and during normal business hours, to information regarding the Acquired Company and its respective material operations (but solely to the extent such information is readily available or could be readily obtained without any ACCEPTED FOR PROCESSING - 2023 June 9 12:24 PM - SCPSC - 2023-189-E - Page 30 of 45 material interference with the business or operations of, or cost to, Seller or the Acquired Company), but only to the extent that such access does not unreasonably interfere with the business of Seller or their Affiliates or the business of the Acquired Company and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws and any Contracts or Permits to which Seller, the Acquired Company or any of their respective Affiliates is a party; provided, however, that Seller shall have the right to (i) have Representatives present for any communication with employees or officers of Seller or its Affiliates or with the employees and (ii) impose reasonable restrictions and requirements for safety purposes. Buyer shall provide Seller with not less than three (3) Business Days prior written notice of the date and time on which any such access contemplated by this 0 shall occur. Promptly upon completion of any such access, Buyer shall repair any damage caused by such access. Notwithstanding the foregoing, the Acquired Company shall not be required to provide any information (A) which Seller reasonably believes it or the Acquired Company are prohibited from providing to Buyer or its Representatives by reason of applicable Law, (B) which could result in the loss of attorney/client privilege, (C) which Seller or Acquired Company is required to keep confidential or prevent access to by reason of any Contract with a third party,
