Common use of Access of Purchaser Clause in Contracts

Access of Purchaser. (a) During the Interim Period, Seller will provide, and will cause the Acquired Companies to provide, Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to the Acquired Companies and the officers and employees of Seller and its Affiliates, and their Representatives 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 Business, 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 neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property, the Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, 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. Any access/disclosure to Purchaser pursuant to the foregoing shall be subject to such access/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 or the Business, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models. (b) During the Interim Period, in no event shall Purchaser or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any Acquired Company, or any Representatives of any Governmental Authority, regarding the Business or any Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 7.2.

Access of Purchaser. (a) During the Interim PeriodPeriod for each Acquired Companies Acquisition, Seller will provide, and will cause the applicable Acquired Companies to provide, Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to the such Acquired Companies and the officers and employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more such Acquired Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the BusinessBusiness of such Acquired 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 neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the PropertyProperty of such Acquired Companies, the applicable Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, 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. Any access/access or disclosure to Purchaser pursuant to the foregoing shall be subject to such access/access or disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/-client, work product, product or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the such Acquired Companies) that is unrelated to the such Acquired Companies or the Business, Business of such Acquired Companies or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models. (b) During the Interim PeriodPeriod for each Acquired Companies Acquisition, in no event shall Purchaser or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any applicable Acquired Company, or any Representatives of any Governmental Authority, regarding the Business of such Acquired Companies or any such Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting or with respect to any such communication consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 7.2.

Access of Purchaser. (a) During the Interim Period, Seller will provide, and will Sellers shall cause the Acquired Companies each Company to provide, provide Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, access to the Acquired Companies Facilities and the officers and management employees of Seller such Company and, from and its Affiliatesafter September 1, 2010, suitable office space for not more than one Representative of Purchaser at each Facility for purposes of observing the operations of the Facilities and their Representatives who have significant responsibility for one or more Acquired Companiesfacilitating the transition of ownership, but only in such a manner so as not to the extent that such access does not unreasonably interfere with the business or operations of Seller and its Affiliates or the Businesssuch Company, and provided 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 neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property, the Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller such Company or its Affiliates contractors and (ii) impose reasonable restrictions and requirements for safety or operational purposes, provided further that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Any access/disclosure Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide to Purchaser pursuant or allow by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Sellers or the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Companies have used reasonable commercial efforts to obtain the consent of such third party to such inspection or disclosure. Notwithstanding anything to the foregoing contrary contained herein, Purchaser shall not be subject permitted to such access/disclosure (w) not violating contact any applicable Lawsof either Company’s vendors, (x) not resulting in the waiver of any attorney/client, work productcustomers or suppliers, or similar privilegeany Governmental Authorities, (y) not being of confidential information concerning during the activities of Seller or its Affiliates (other than Interim Period, regarding Sellers, the Acquired Companies) that is unrelated to the Acquired Companies or the BusinessFacilities, or (z) without receiving prior written authorization from Sellers; provided that the foregoing is not being intended to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreement. Following the Closing, Sellers shall be entitled to retain copies of proprietary models all books and records relating to its ownership and/or operation of Seller or any the Companies and its businesses, subject to the terms of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive modelsthe confidentiality agreements entered into between Sellers and Purchaser. (b) During the Interim PeriodPurchaser shall indemnify, in no event shall Purchaser defend and hold harmless Sellers and their Representatives from and against all Losses incurred by Sellers, their Representatives or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any Acquired Company, or any Representatives of any Governmental Authority, regarding the Business or any Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes any and all risks of loss associated with or Person arising out of the access and other rights under this Section 7.26.01, including any Claims by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities, to the extent that such Losses do not result from or arise out of the gross negligence or willful misconduct of either of the Sellers or either of the Companies or the Operator or any of their respective Representatives or Affiliates or any employee of any of such Persons.

Access of Purchaser. (a) During Seller covenants that, during the Interim Period, Seller will provide, and will cause the Acquired Companies to provide, provide Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to the Acquired Companies Project, all Contracts to which Seller is a party related to the Project or the Business or by which the Purchased Assets are bound, all Books and Records, including all environmental records, permits, and compliance audits relating to the Business or the Project, and the officers and employees of Seller and or its Affiliates, and their Representatives Affiliates who have significant responsibility for one or more Acquired CompaniesSeller, but only to the extent that such access does not unreasonably interfere with the business Business of Seller and its Affiliates or the Business, and that such access is reasonably related to the requesting Party’s Purchaser's obligations and rights hereunder, and subject to compliance with applicable Laws; provided, however, that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property, the Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, provided that Seller shall have the right to (i) have a Representative of Seller present for any communication with employees or officers of Seller or its Affiliates and an d (ii) impose reasonable restrictions and requirements upon Purchaser and its Representatives for safety purposes. Any access/disclosure to Purchaser pursuant to the foregoing shall be subject entitled, at its sole cost and expense, to have the Real Property surveyed and to conduct physical inspections (including invasive testing procedures) of the Real Property. Purchaser shall provide Seller with not less than five (5) Business Days prior written notice of the date and time on which any such access/disclosure (w) not violating any applicable Laws, (x) not resulting in entry upon the waiver Real Property is proposed to occur. Promptly upon completion of any attorney/clientsuch entry, work productPurchaser shall, at its sole cost and expense, repair any and all damage caused by such entry and restore any affected Real Property and any other affected property to its original condition. Purchaser hereby agrees to indemnify, defend and hold harmless Seller and its Representatives and Affiliates from and against any and all Losses, whether or similar privilegenot involving a third-party Claim, (y) not being resulting from or arising out of confidential information concerning or in connection with any entry upon the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies or the Business, or (z) not being of proprietary models of Seller Real Property by Purchaser or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models. (b) During the Interim Period, in no event shall Purchaser or any of Purchaser’s Affiliates hold any meetings withits or their respective Representatives, agents, contractors or otherwise communicate with, any suppliers, other vendors or customers subcontractors pursuant to this Section 6.2. The provisions of any Acquired Company, or any Representatives this Section 6.2 shall apply to the access and inspection by Purchaser of any Governmental Authority, regarding the Business or any Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes any and all risks of loss associated with or arising out portions of the Real Property leased by Seller to Xxxxxx X. Xxxxxx d/b/a Xxxxxx X. Xxxxxx Farms under the Xxxxxx Farms Lease. In addition to complying with the notice, repair and other provisions of this Section, Purchaser shall comply with any and all additional requirements set forth in the Xxxxxx Farms Lease, and any access and other inspection by Purchaser to the portions of the Real Property leased under the Xxxxxx Farms Lease shall be subject to the rights of the tenant under such lease. Without limiting the foregoing, Seller shall take all actions that are reasonably necessary and appropriate to assist Purchaser in gaining access to and inspecting such portions of the Real Property in accordance with the terms and conditions of this Section 7.2Section.

Access of Purchaser. (a) During Seller covenants that, during the Interim Period, Seller will provide, and will cause the Acquired Companies to provide, provide Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to the Acquired Companies Project, all Contracts to which Seller is a party related to the Project or the Business or by which the Purchased Assets are bound, all Books and Records, including all environmental records, permits, and compliance audits relating to the Business or the Project, and the officers and employees of Seller and or its Affiliates, and their Representatives Affiliates who have significant responsibility for one or more Acquired CompaniesSeller, but only to the extent that such access does not unreasonably interfere with the business Business of Seller and its Affiliates or the Business, and that such access is reasonably related to the requesting Party’s Purchaser's obligations and rights hereunder, and subject to compliance with applicable Laws; provided, however, that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property, the Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, provided that Seller shall have the right to (i) have a Representative of Seller present for any communication with employees or officers of Seller or its Affiliates and (ii) impose reasonable restrictions and requirements upon Purchaser and its Representatives for safety purposes. Any access/disclosure to Purchaser pursuant to the foregoing shall be subject entitled, at its sole cost and expense, to have the Real Property surveyed and to conduct physical inspections (including invasive testing procedures) of the Real Property. Purchaser shall provide Seller with not less than five (5) Business Days prior written notice of the date and time on which any such access/disclosure (w) not violating any applicable Laws, (x) not resulting in entry upon the waiver Real Property is proposed to occur. Promptly upon completion of any attorney/clientsuch entry, work productPurchaser shall, at its sole cost and expense, repair any and all damage caused by such entry and restore any affected Real Property and any other affected property to its original condition. Purchaser hereby agrees to indemnify, defend and hold harmless Seller and its Representatives and Affiliates from and against any and all Losses, whether or similar privilegenot involving a third-party Claim, (y) not being resulting from or arising out of confidential information concerning or in connection with any entry upon the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies or the Business, or (z) not being of proprietary models of Seller Real Property by Purchaser or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models. (b) During the Interim Period, in no event shall Purchaser or any of Purchaser’s Affiliates hold any meetings withits or their respective Representatives, agents, contractors or otherwise communicate with, any suppliers, other vendors or customers of any Acquired Company, or any Representatives of any Governmental Authority, regarding the Business or any Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting consented subcontractors pursuant to by Seller, a Representative of Seller shall be entitled to participate thereinthis SECTION 6. (c) Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 7.2.

Access of Purchaser. (a) During the Interim Period, Seller will provide, and will Sellers shall cause the Acquired Companies each Company to provide, provide Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and access during normal business hours, hours to the Acquired Companies Facilities and the officers and management employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more Acquired Companies, but only such Company in such a manner so as not to the extent that such access does not unreasonably interfere with the business or operations of Seller and its Affiliates 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 LawsCompany; provided, however, that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property, the Project such Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller such Company or its Affiliates and contractors, (ii) impose reasonable restrictions and requirements for safety purposesor operational purposes and (iii) upon reasonable request, allow Purchaser reasonable access to the Facilities to permit the Purchaser to install (in a manner that does not impact in any material respect the operations or maintenance of the Facilities prior to Closing) telemetry equipment necessary to allow the Purchaser to schedule after Closing sales of electric energy and ancillary services from the Facilities; provided, further, that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Any access/disclosure Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide to Purchaser pursuant or allow Purchaser to conduct by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Sellers or the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties so long as the Sellers have notified Purchaser of such confidentiality requirement and used their commercially reasonable efforts to obtain a waiver thereof. Notwithstanding anything to the foregoing contrary contained herein, Purchaser shall not be permitted to contact any of the Companies’ vendors, customers or suppliers, or any Governmental Authorities, during the Interim Period regarding any matter relating to the Companies, the Facilities or the transactions contemplated hereby without receiving prior written authorization from Sellers. Following the Closing, Sellers shall be subject entitled to such access/disclosure (w) not violating any applicable Laws, (x) not resulting in retain copies of all books and records relating to their ownership and/or operation of 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 or the Business, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive modelsand their businesses. (b) During the Interim PeriodPurchaser shall indemnify, in no event shall Purchaser defend and hold harmless Sellers and their Representatives from and against all Losses incurred by Sellers, their Representatives or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any Acquired Company, or any Representatives of any Governmental Authority, regarding the Business or any Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes any and all risks of loss associated with or Person arising out of the access and other installation rights under this Section 7.26.01, including any Claims by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities.

Access of Purchaser. (a) During the Interim PeriodPeriod for each Acquired Companies Acquisition, Seller will provide, and will cause the applicable Acquired Companies to provide, Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to the such Acquired Companies and the officers and employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more such Acquired Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the BusinessBusiness of such Acquired 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 neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the PropertyProperty of such Acquired Companies, the applicable Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, 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. Any access/access or disclosure to Purchaser pursuant to the foregoing shall be subject to such access/access or disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/attorney- client, work product, product or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the such Acquired Companies) that is unrelated to the such Acquired Companies or the Business, Business of such Acquired Companies or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models. (b) During the Interim PeriodPeriod for each Acquired Companies Acquisition, in no event shall Purchaser or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any applicable Acquired Company, or any Representatives of any Governmental Authority, regarding the Business of such Acquired Companies or any such Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting or with respect to any such communication consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 7.2.

Access of Purchaser. (a) During the Interim Period, Seller will provide, and will Sellers shall cause the Acquired Companies Company to provide, (i) provide Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and access during normal business hours, hours to the Acquired Companies Facility and the officers and management employees of Seller the Company; and (ii) use commercially reasonable efforts to provide Purchaser and its Affiliates, and their Representatives who have significant responsibility for one or more Acquired Companies, but only with reasonable access during normal business hours to the extent that employees of the Operator and to the employees of General Electric International, Inc. who are responsible for managing performance of the LTSA, in each case in such access does a manner so as not to unreasonably interfere with the business or operations of Seller and its Affiliates 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 LawsCompany; provided, however, that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property, the Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, that Seller shall have the right to (iy) have a Representative present for any communication with employees or officers of Seller the Company or its Affiliates contractors and (iiz) impose reasonable restrictions and requirements for safety or operational purposes; provided, further, that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Any access/disclosure Notwithstanding the foregoing, Sellers and the Company shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide to Purchaser pursuant or allow by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Sellers or the foregoing shall be subject Company are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Company have used reasonable commercial efforts to obtain the consent of such third party to such access/disclosure (w) inspection or disclosure. Notwithstanding anything contained herein, Purchaser shall not violating be permitted to contact any applicable Lawsof the Company’s vendors, (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 customers (other than OMPA and GRDA) or suppliers, or any Governmental Authorities, during the Acquired Companies) that is unrelated Interim Period without receiving prior written authorization from Sellers, which authorization shall not be unreasonably withheld. Following the Closing, Sellers shall be entitled to retain copies of all books and records relating to their ownership and/or operation of the Company and its businesses, subject to the Acquired Companies or terms of the BusinessConfidentiality Agreement entered into among the Parties dated November 9, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models2007. (b) During the Interim PeriodPurchaser shall indemnify, in no event shall Purchaser or any of Purchaser’s Affiliates defend and hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any Acquired Company, or any harmless Sellers and their Representatives of any Governmental Authority, regarding the Business or any Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes from and against any and all risks of loss associated with Losses incurred by Sellers, their Representatives or any other Person arising out of the access and other rights under this Section 7.26.01, including any Claims by any of Purchaser’s Representatives for any injuries or Losses while present at the Facility.