Common use of Access of Buyer Clause in Contracts

Access of Buyer. (a) During the Interim Period, Seller will provide, and will cause the Acquired Companies to provide, Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, to the properties, books and records of the Acquired Companies and the appropriate officers and employees of Seller and its Affiliates who have significant responsibility for one or more Acquired Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the Businesses of the Acquired Companies, that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws and Seller’s or any of its Affiliates’ safety policies, protocols and requirements; provided, however, that Seller shall have the right to (i) have a Representative present for any permitted 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; 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. Promptly upon completion of any such entry, Buyer shall repair any damage caused by such entry. Any disclosure to Buyer pursuant to the foregoing shall be subject to such disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/client, work product, or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies, the Business of any Acquired Company, or the Projects, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy, natural gas, fuel oil or other fuel price curves or projections, or other economic predictive models.

Access of Buyer. (a) During the Interim Period, Seller Sellers will provide, and will cause the Acquired Companies to provide, provide Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, to the propertiesall Assets, books and records of the Acquired Companies records, Contracts, documents and the appropriate officers and employees of Seller and its Affiliates who have significant responsibility for one or more Acquired the Project Companies, but only to the extent that (i) such access (A) does not unreasonably interfere with the business of Seller the Project Companies and its Affiliates or the Businesses of the Acquired Companies, that such access (B) is reasonably related to the requesting PartyBuyer’s obligations and rights hereunder, hereunder and subject to compliance with (ii) neither Sellers nor their Affiliates are prohibited from providing such access by the terms of any applicable Laws and Seller’s or any of its Affiliates’ safety policies, protocols and requirementsContract; provided, however, that Seller (x) Sellers shall have the right to (i) have a Representative present for any permitted communication with employees or officers of Seller or its Affiliates the Project Companies and (iiy) impose reasonable restrictions and requirements for safety purposes. Buyer shall be entitledand shall cause its Representatives to observe and comply with all applicable health, at safety and security requirements of Sellers and the Project Companies. Neither Buyer nor its sole cost and expenseRepresentatives shall contact any of the employees, to customers, suppliers or parties that have business relationships with the Property surveyed and to conduct non-invasive physical inspections; providedProject Companies in connection with the transactions contemplated hereby without the specific prior written authorization of Sellers. For purposes of clarification, 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, under, at or from the Property and, for purposes of clarification, the conducting of such physical inspections shall not be a condition to Closing. Buyer shall hold in confidence all information disclosed to Buyer or its Representatives hereunder on the Propertyterms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding anything to the contrary in this Section 7.2, Buyer shall have no right of access to, and none of the Sellers nor any of their respective Affiliates shall have any obligation to provide any information (1) relating to bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) the disclosure of which could reasonably be expected to (x) jeopardize any privilege available to any Seller or any of its respective Affiliates, (y) cause any Seller or any of its respective Affiliates to breach a Contract, or (z) result in a violation of Law; provided that in the case of (1) above, at Closing, the Company will be assigned the rights of any Seller or its respective Affiliates under all confidentiality agreements executed by third parties in connection with such bidding process. Promptly upon completion of any such entryaccess, Buyer shall repair at its sole expense any damage caused by such entry. Any disclosure to Buyer pursuant to the foregoing shall be subject to such disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/client, work product, or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies, the Business of any Acquired Company, or the Projects, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy, natural gas, fuel oil or other fuel price curves or projections, or other economic predictive modelsaccess.

Access of Buyer. (a) During From the Execution Date until the earlier of termination of this Agreement in accordance with its terms and the Closing (the “Interim Period”), Seller will provide, Contributor and will cause the Acquired Companies to provide, Company shall provide Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, to the propertiesall Assets, books and records records, Contracts, documents, officers, employees, agents, legal advisors, accountants and properties of the Acquired Companies Company, and Contributor and the appropriate officers and employees of Seller Company shall furnish reasonably promptly to Buyer and its Affiliates who have significant responsibility for one Representatives such information concerning Contributor, the Company and its Assets, business, books and records, Contracts, properties and personnel as may be reasonably requested, from time to time, by or more Acquired Companies, but only on behalf of Buyer. Buyer and its Representatives shall conduct any such activities in such a manner as not to the extent that such access does not interfere unreasonably interfere with the business of Seller and its Affiliates or the Businesses of the Acquired Companies, that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws and Seller’s or any of its Affiliates’ safety policies, protocols and requirements; provided, however, that Seller Company. Contributor shall have the right to (i) have a Representative present for any permitted communication with employees or officers of Seller or its Affiliates the Company, and (ii) impose reasonable restrictions and requirements for safety purposes. Buyer shall and shall direct its Representatives to observe and comply with all applicable health, safety and security requirements of Contributor, the Company and the operator of the Assets of the Company if Buyer exercises its rights to access any assets or properties of the Company under this Section 6.2. Neither Buyer nor its Representatives shall contact any of the employees, customers, suppliers or parties that have business relationships with the Company in connection with the Transactions without the specific prior written authorization of the Company. For purposes of clarification, Buyer and its Representatives shall be entitled, at its sole cost and expense, to have the Property surveyed and permitted to conduct non-invasive physical inspections; providedenvironmental assessments, howeverincluding any Phase I environmental site assessments in accordance with ASTM Standard E1527-13, that but Buyer and its Representatives shall not be entitled entitled, prior to the Closing, to collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive sampling on, under, at or from the Company Real Property. Buyer shall hold in confidence all information disclosed to Buyer or its Representatives hereunder on the Propertyterms and subject to the conditions contained in the Confidentiality Agreement. Promptly Notwithstanding anything to the contrary in this Section 6.2, Buyer shall have no right of access to, and neither Contributor nor any of its Affiliates shall have any obligation to provide any information (1) relating to bids received from others in connection with the Transactions and information and analysis (including financial analysis) relating to such bids or (2) the disclosure of which could reasonably be expected to (x) jeopardize any privilege available to Contributor or any of its respective Affiliates, (y) cause Contributor or any of its respective Affiliates to breach a Contract, or (z) result in a violation of Law; provided that, in the event that the restrictions in clause (2) of this sentence apply, Contributor shall provide Buyer with a reasonably detailed description of the information not provided, and Contributor shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate such information without violating such Law or Contract or jeopardizing such privilege. Subject to the limitations set forth in Section 11.13, to the extent Buyer has any assets other than its interest in the Trust Account, promptly upon completion of any such entryaccess, Buyer shall repair at its sole expense any damage caused by such entry. Any disclosure to Buyer pursuant to the foregoing shall be subject to such disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/client, work product, or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies, the Business of any Acquired Company, or the Projects, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy, natural gas, fuel oil or other fuel price curves or projections, or other economic predictive modelsaccess.

Access of Buyer. (a) During the Interim Period, Seller will provide, and will cause the Acquired Project Companies to provide, Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, to the properties, books and records of the Acquired Companies Projects and the appropriate officers and employees of Seller and its Affiliates who have significant responsibility for one or more Acquired Project Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the Businesses of the Acquired 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 Seller’s or any of its Affiliates’ safety policies, protocols and requirementsLaws; provided, however, that Seller shall have the right to (i) have a Representative present for any permitted 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; 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. Promptly upon completion of any such entry, Buyer shall repair any damage caused by such entry. Any disclosure to Buyer pursuant to the foregoing shall be subject to such disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/client, work product, or similar like privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies, the Business of any Acquired Project Company, or the Projects, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy, energy or natural gas, fuel oil or other fuel gas price curves or projections, or other economic predictive models.

Access of Buyer. (a) During the Interim Period, Seller will provide, and will shall cause the Acquired Companies to provide, Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, to the properties, Contracts, books and records of the Acquired Companies and Companies, the appropriate officers and employees of the Acquired Companies, Seller and its Affiliates who have significant responsibility for one the Acquired Companies and, with the consent of Seller (which consent shall not be unreasonably withheld, conditioned or more Acquired Companiesdelayed), to the Facilities, but only to the extent that such access does not unreasonably interfere with the business Business of Seller and or any of its Affiliates or the Businesses safe commercial operations of the Acquired Companies, that such access Facilities or any Purchased Asset and is reasonably related to the requesting PartyBuyer’s obligations and rights hereunder, and subject to compliance with applicable Laws and Seller’s or any of its Affiliates’ safety policies, protocols and requirements; provided, however, that (i) Seller shall have the right to (i) have a Representative present for any permitted communication with employees or officers of the Acquired Companies, Seller or its Affiliates and Affiliates, (ii) impose Buyer shall, and shall cause its Representatives to, observe and comply with all health, safety and security requirements at any Facility or any Purchased Asset and (iii) Buyer shall not have access to the Excluded Records. For purposes of clarification, upon reasonable restrictions and requirements for safety purposes. prior notice to Seller, Buyer shall be entitled, at its sole cost and expense, to have the Property surveyed and permitted to conduct non-invasive physical inspectionsa Phase I environmental site assessment of the Real Property or any Purchased Asset; provided, however, provided that Buyer shall not be entitled entitled, without prior written consent of Seller, to collect any air, soil, surface water water, or ground water samples nor samples, or to perform any invasive or destructive sampling on, under, at or from the Real Property or any Purchased Asset. Buyer shall hold in confidence all information disclosed to Buyer or its Representatives hereunder on the Propertyterms and subject to the conditions contained in the Confidentiality Agreement. Promptly upon completion of any such entryNotwithstanding anything to the contrary in this Section 6.2, Buyer shall repair have no right of access to, and neither Seller nor any damage caused by such entry. Any of its Affiliates shall have any obligation to provide any information the disclosure of which would reasonably, upon advice of Seller’s counsel, be expected to Buyer pursuant jeopardize any privilege available to the foregoing shall be subject to such disclosure (w) not violating any applicable LawsSeller or its Affiliates, (x) not resulting in the waiver of any attorney/client, work product, or similar privilege, (y) not being of confidential information concerning the activities of cause Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies, the Business of any Acquired Companybreach a confidentiality obligation, or the Projects, or (z) not being result in a violation of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy, natural gas, fuel oil or other fuel price curves or projections, or other economic predictive modelsapplicable Law.

Access of Buyer. (a) During the Interim PeriodPeriod Seller shall, or Seller will provide, and will shall cause the Acquired Companies to provide, (i) give Buyer and its Representatives reasonable access to the Books and Records and the properties of the Acquired Companies and shall provide Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, information as to the properties, books and records of the Acquired Companies and the appropriate officers and employees of Seller and its Affiliates who have significant responsibility for one or more Acquired Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the Businesses of the Acquired Companies, that such access is as reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws and Seller’s or any of its Affiliates’ safety policies, protocols and requirements; provided, however, that Seller shall have the right to (i) have a Representative present for any permitted communication with employees or officers of Seller or its Affiliates requested by Buyer and (ii) impose reasonable restrictions permit Buyer to contact Seller’s employees, the Major Customer 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; 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 EPC Contractor in connection with the Property. Promptly upon completion of any such entry, Buyer shall repair any damage caused transactions contemplated by such entrythis Agreement. Any disclosure to Buyer investigation or contact pursuant to the foregoing this Section 6.2 shall be subject to such disclosure (w) not violating any applicable Laws, (x) be conducted at Buyer’s sole expense, during normal business hours and in such manner so as not resulting in to interfere with the waiver conduct of the respective businesses of Seller and the Acquired Companies and, to the extent so requested by any attorney/clientAcquired Company, work productunder the supervision of a Representative of the applicable Acquired Company, or similar privilege, and (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companiesbe conducted without prior notice to, and approval of, the Business applicable Acquired Company. Notwithstanding the foregoing, Buyer shall not (A) conduct any invasive sampling or testing of any Acquired Companysoil, surface water, or the Projectsgroundwater typically referred to as a ‘Phase II’ environmental site assessment, or (zB) not being of proprietary models of Seller have access to any information if doing so could violate any Contract or Law to which Seller, any Acquired Company or any of its their respective Affiliates pertaining to energy project evaluation, energy, natural gas, fuel oil is a party or is subject or which such Person believes in good faith could jeopardize any attorney-client or other fuel price curves legal privilege. Without limiting the foregoing, in the event that Seller does not provide access or projectionsinformation in reliance on clause (B) above, Seller shall (1) use its reasonable best efforts to communicate to the extent feasible, the applicable information in a way that would not violate the applicable Contract, Law or other economic predictive modelsprivilege and (2) without limiting Seller’s obligations under the preceding clause (1), use its commercially reasonable efforts to cause any confidentiality obligations to be waived under such applicable Contracts. Buyer shall, and Buyer shall cause all of its Representatives to, abide by Seller’s and any third party’s safety rules, regulations and operating policies while conducting Buyer’s due diligence investigation.

Access of Buyer. (a) During the Interim Period, Seller will provideshall, and will shall cause the Acquired Companies Company Group, to providethe fullest extent permissible under applicable Law, to make available to and provide Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, to the propertiesAcquired Company Group’s assets and properties (including the Pipelines), books Books and records of the Acquired Companies Records, Service Providers and the appropriate officers and employees of Seller and its Affiliates Representatives who have significant responsibility for one the Acquired Company Group’s assets and such other information related to the Acquired Company Group, the Acquired Company Interests or more the assets and properties of the Acquired CompaniesCompany Group as Buyer may reasonably request, but only to the extent that such access (i) does not unreasonably interfere with the Acquired Company Group’s business of Seller and its Affiliates or the Businesses safe commercial operations of the Acquired CompaniesCompany Group, that such access and (ii) is reasonably related to the requesting PartyBuyer’s obligations and rights hereunder, and subject to compliance with applicable Laws and Seller’s or any of its Affiliates’ safety policies, protocols and requirements; provided, however, that (A) Seller shall have the right to (i) have a Representative of \\4141-5696-8778 v37 Seller present for any permitted communication with employees or officers the Acquired Company Group’s Representatives; (B) Buyer shall, and shall cause its Representatives to, observe and comply with all material health, safety, and security requirements of Seller or its Affiliates the Acquired Company Group; and (iiC) impose reasonable restrictions and requirements for safety purposes. neither Buyer shall be entitled, at its sole cost and expense, to have the Property surveyed and to conduct non-invasive physical inspections; 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. Promptly upon completion of any such entry, Buyer shall repair any damage caused by such entry. Any disclosure to Buyer pursuant to the foregoing shall be subject to such disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/client, work product, or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies, the Business of any Acquired Company, or the Projects, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining or Representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to energy project evaluationany of the Acquired Company Group Members without the prior written consent of Seller (which may be provided or withheld in Seller’s sole discretion) and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted). Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement (and if such Confidentiality Agreement was executed by an Affiliate of Buyer, energythen Buyer hereby agrees to be bound by and to comply with the terms and conditions of such Confidentiality Agreement as if Buyer was party thereto). Notwithstanding the foregoing, natural gasBuyer shall not have any right of access to, fuel oil and none of Seller, any Acquired Company Group Member or any of their respective Affiliates shall have any obligation to provide any information, the disclosure of which (1) would reasonably be expected to jeopardize any attorney-client privilege available to Seller, any Acquired Company Group Member, or any of their respective Affiliates, (2) would cause Seller, any Acquired Company Group Member or their Affiliates to breach any Contract to which they are a party, or (3) would result in a violation of Law; provided that, in the event that the restrictions in foregoing clauses (1), (2) or (3) apply, Seller shall notify Buyer that it is so withholding information and shall provide Buyer with a reasonably detailed description of the information not provided, and Seller shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate such information without violating such Contract or Law or jeopardizing such privilege. No investigation by Buyer or other fuel price curves information received by Buyer shall operate as a waiver or projectionsotherwise affect any representation, warranty, or other economic predictive modelsagreement given or made by Seller in this Agreement.

Access of Buyer. (a) During the Interim Period, Seller will provide, and will cause the Acquired Project Companies to provide, Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) 5 Business Days’ prior written notice) and during normal business hours, to the propertiesProjects, books and records of the Acquired Companies and the appropriate officers and employees of Seller and its Affiliates who have significant responsibility for one or more Acquired Project Companies and to the Companies’ properties, books, Contracts and records and members of management, and Seller shall furnish promptly to Buyer such information concerning the Companies’ business and properties as Buyer may reasonably request, but only to the extent that such access does and such requests do not unreasonably interfere with the business of Seller and its Affiliates or the Businesses of the Acquired 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 Seller’s or any of its Affiliates’ safety policies, protocols and requirementsLaws; provided, however, provided that Seller shall have the right to (i) have a Representative present for any permitted 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; provided, however, provided 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. Promptly upon completion of any such entry, Buyer shall repair any damage caused by Buyer or Buyer’s Affiliate during such entry. Any access by or disclosure to Buyer pursuant to the foregoing shall be subject to such access or disclosure (wA) not violating any applicable LawsLaws or Contracts (provided that with respect to any Contract that would be violated by such access or disclosure, Seller shall exercise commercially reasonable efforts to obtain a waiver or consent from the Contract counterparty in order to permit such access or disclosure), (xB) not resulting in the waiver of any attorney/client, client or attorney work product, or similar product privilege, (yC) not being of confidential information concerning the activities of Seller or its the Non-Company Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies, the Business of any Acquired Project Company, or the Projects, or (zD) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy, natural gas, fuel oil energy or other fuel price curves or projections, or other economic predictive models, or (E) with respect to a hedge provider or xxxxxx, not being of Contracts that are no longer in force and effect.

Access of Buyer. (a) During From the Execution Date until the Closing Date (the “Interim Period”), Seller will provide, Contributor and will cause the Acquired Companies to provide, shall provide Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, to the propertiesall assets, books and records records, contracts, documents, officers, employees (if any), agents, legal advisors, and accountants of the Acquired Companies, and Contributor and the Companies shall furnish reasonably promptly to Buyer and its Representatives such information concerning the Companies and the appropriate officers their assets, business, books and employees records, contracts, and personnel as may be reasonably requested, from time to time, by or on behalf of Seller Buyer. Buyer and its Affiliates who have significant responsibility for one or more Acquired Companies, but only Representatives shall conduct any such activities in such a manner as not to the extent that such access does not interfere unreasonably interfere with the business of Seller and its Affiliates or the Businesses of the Acquired Companies, that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws and Seller’s or any of its Affiliates’ safety policies, protocols and requirements; provided, however, that Seller . Contributor shall have the right to (i) have a Representative present for any permitted communication with employees or officers of Seller Contributor (if any) or its Affiliates Affiliates, and (ii) impose reasonable restrictions and requirements for safety purposes. Buyer shall and shall cause its Representatives to observe and comply with all applicable health, safety, and security requirements of Contributor and the Companies if Buyer exercises its rights to access any assets of the Companies under this Section 5.2(a). Neither Buyer nor its Representatives shall contact any of the employees (if any), customers, suppliers, or parties that have business relationships with any Company in connection with the Transactions without the specific prior written authorization of Contributor. For purposes of clarification, Buyer and its Representatives shall be entitled, at its sole cost and expense, to have the Property surveyed and permitted to conduct non-invasive physical inspections; providedenvironmental assessments, howeverincluding any Phase I environmental site assessments in accordance with ASTM Standard E1527-13, that but Buyer and its Representatives shall not be entitled to collect any air, soil, surface water water, or ground water samples samples, nor to perform any invasive or destructive sampling on, under, at, or from the Leased Real Property. Buyer shall hold in confidence all information disclosed to Buyer or its Representatives hereunder on the Propertyterms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding anything to the contrary in this Section 5.2(a), Buyer shall have no right of access to, and neither Contributor nor any of its Affiliates shall have any obligation to provide any information (i) relating to bids received from others in connection with the Transactions and information and analysis (including financial analysis) relating to such bids or (ii) the disclosure of which could reasonably be expected to (A) jeopardize any privilege available to Contributor or any of its Affiliates, (B) cause Contributor or any of its Affiliates to breach a contract, or (C) result in a violation of Law; provided that, in the event that the restrictions in clause (ii) of this sentence apply, Contributor shall provide Buyer with a reasonably detailed description of the information not provided, and Contributor shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate such information without violating such Law or contract or jeopardizing such privilege. Promptly upon completion of any such entryaccess, Buyer shall repair at its sole expense any damage caused by such entry. Any disclosure to Buyer pursuant to the foregoing shall be subject to such disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/client, work product, or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies, the Business of any Acquired Company, or the Projects, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy, natural gas, fuel oil or other fuel price curves or projections, or other economic predictive modelsaccess.

Access of Buyer. (a) During the Interim Period, Seller will provide, and will cause the Acquired Companies Newington Energy to provide, Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, to the properties, books and records of the Acquired Companies Project and the appropriate officers and employees of Seller and its Affiliates who have significant responsibility for one or more Acquired CompaniesNewington Energy and to Newington Energy’s properties, books, Contracts and records and members of management, and Seller shall furnish promptly to Buyer such information concerning Newington Energy’s Business and properties as Buyer may reasonably request, but only to the extent that such access does and such requests do not unreasonably interfere with the business of Seller and its Affiliates or the Businesses Business of the Acquired CompaniesNewington Energy, and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws and Seller’s or any of its Affiliates’ safety policies, protocols and requirementsLaws; provided, however, provided that Seller shall have the right to (i) have a Representative present for any permitted 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; provided, however, provided 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. Promptly upon completion of any such entry, Buyer shall repair any damage caused by Buyer or Buyer’s Affiliate during such entry. Any access by or disclosure to Buyer pursuant to the foregoing shall be subject to such access or disclosure (wA) not violating any applicable LawsLaws or Contracts (provided that with respect to any Contract that would be violated by such access or disclosure, Seller shall exercise commercially reasonable efforts to obtain a waiver or consent from the Contract counterparty in order to permit such access or disclosure), (xB) not resulting in the waiver of any attorney/client, client or attorney work product, or similar product privilege, (yC) not being of confidential information concerning the activities of Seller or its the Non-Newington Affiliates (other than the Acquired Companies) that is unrelated to the Acquired CompaniesNewington Energy, the Business of any Acquired CompanyBusiness, or the ProjectsProject, or (zD) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy, natural gas, fuel oil energy or other fuel price curves or projections, or other economic predictive models, or (E) with respect to a hedge provider or xxxxxx, not being of Contracts that are no longer in force and effect.