Common use of Access Prior to Closing Clause in Contracts

Access Prior to Closing. Seller shall, and shall cause its Affiliates to, until the earlier of the Closing Date and the date this Agreement is terminated pursuant to the terms hereof, upon reasonable notice from the Purchaser, provide to Representatives and personnel of the Purchaser (a list of such Representatives and personnel to be provided by the Purchaser to, and approved by, the Seller in advance of any access; provided that such approval shall not be unreasonably withheld, conditioned or delayed), during reasonable business hours or at such times as agreed between the Seller and the Purchaser (and taking into account the day-to-day duties of the personnel of the Seller and its Affiliates): (i) reasonable access to the Transferred Real Property, Transferred Books and Records and the books and records of the Transferred Subsidiaries, permits, work papers (other than work papers of any Tax Group of which Seller or any Affiliate of Seller is a member unless such work papers are Exclusively Related to the Business), Contracts and other assets in each case of the Business, in each case solely to the extent reasonably required for the purpose of preparing to operate the Business following the Closing and subject in all cases to compliance with all applicable security requirements or other limitations on access imposed by Applicable Law or under any lease; (ii) reasonable access to the management team and other key employees and personnel of the Business (including, without limitation, employees and personnel involved in the manufacturing operations, human resources, and sales and marketing functions of the Business) solely to the extent reasonably required for the purposes of preparing to operate the Business following the Closing and subject in all cases to Applicable Law; and (iii) reasonable access to such additional financial and operating data solely to the extent relating to the Business as the Purchaser may from time to time reasonably request and solely for purposes of preparing to operate the Business following the Closing; provided that any such access or furnishing of information shall be at the Purchaser’s expense, under the supervision of the Seller’s or its Affiliates’ personnel, and in such manner as not to interfere unreasonably with the businesses, personnel or operations of Seller or any of its Affiliates; provided, further, that (A) the Purchaser shall not, without the prior written consent of the Seller (not to be unreasonably withheld or delayed), contact any customer, client, vendor, employee, supplier or competitor of the Business (other than customers, clients, vendors, suppliers and competitors of the Purchaser or its Affiliates in connection with Purchaser’s business and the impact of the Acquisition thereon), (B) the auditors and accountants of the Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (C) the Seller shall be entitled to restrict such access, (x) as determined, in its reasonable discretion, to be appropriate to ensure compliance with any Applicable Laws (including Antitrust Laws), and (y) to preserve any applicable attorney client privilege and to comply with contractual confidentiality obligations. Notwithstanding anything to the contrary contained herein, prior to the Closing, the Purchaser and its Representatives shall not, without the prior written consent of the Seller (which may be withheld in the Seller’s sole discretion), be entitled to conduct any intrusive indoor or outdoor sampling or testing at the Transferred Real Property or any other property associated or affiliated in any way with the Seller or the Business.

Access Prior to Closing. Seller 7.4.1 Sellers shall, and shall cause its Affiliates the Company and each Company Subsidiary to, until permit Buyers and their Representatives to have reasonable access, from the date of this Agreement through the earlier of the Closing Date and or the date termination of this Agreement is terminated pursuant in accordance with its terms, to the terms hereof(a) all employees, upon reasonable notice from the Purchaseroffices, provide to Representatives and personnel of the Purchaser (a list of such Representatives and personnel to be provided by the Purchaser toproperties, and approved byfacilities, the Seller in advance of any access; provided that such approval shall not be unreasonably withheldagreements, conditioned or delayed), during reasonable business hours or at such times as agreed between the Seller and the Purchaser (and taking into account the day-to-day duties of the personnel of the Seller and its Affiliates): (i) reasonable access to the Transferred Real Property, Transferred Books and Records and the books and records of the Transferred Subsidiariesassets, permits, work papers (records, books, affairs and any other than work papers of any Tax Group of which Seller or any Affiliate of Seller is a member unless such work papers are Exclusively Related to the Business), Contracts and other assets in each case information of the BusinessCompany and the Company Subsidiaries, in each case solely to the extent reasonably required for the purpose of preparing to operate the Business following the Closing and subject in all cases to compliance with all applicable security requirements or other limitations on access imposed by Applicable Law or under any lease; (ii) reasonable access to the management team and other key employees and personnel of the Business (including, without limitation, employees and personnel involved in the manufacturing operations, human resources, and sales and marketing functions of the Business) solely to the extent reasonably required for the purposes of preparing to operate the Business following the Closing and subject in all cases to Applicable Law; and (iii) reasonable access to such additional financial and operating data solely to the extent relating to the Business as the Purchaser Buyers may from time to time reasonably request request; and solely (b) furnish to Buyers and their Representatives such additional monthly financial, technical and operating data and other information produced in the ordinary course of business as Buyers may from time to time reasonably request, in the case of each of (a) and (b) for purposes of (x) consummating the Transactions and preparing to operate the Business following the Closing; provided that any such access or furnishing of information shall be at the Purchaser’s expense, under the supervision of the Seller’s or its Affiliates’ personnel, and in such manner as not to interfere unreasonably with the businesses, personnel or operations of Seller or any of its Affiliates; provided, further, that (A) the Purchaser shall not, without the prior written consent of the Seller (not to be unreasonably withheld or delayed), contact any customer, client, vendor, employee, supplier or competitor of the Business (other than customers, clients, vendors, suppliers and competitors of the Purchaser or its Affiliates in connection with Purchaser’s business and the impact of the Acquisition thereon), (B) the auditors and accountants of the Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (C) the Seller shall be entitled to restrict such access, (x) as determined, in its reasonable discretion, to be appropriate to ensure compliance with any Applicable Laws (including Antitrust Laws), and (y) to preserve in order for any applicable attorney client privilege and Party to comply with contractual confidentiality obligationsthe notice and reporting provisions available under the China State Administration of Taxation’s Bulletin on Several Issues of Enterprise Income Tax on [NEWYORK 3251393_44] Income Arising from Indirect Transfers of Property by Non-resident Enterprises (SAT Bulletin 2015 No. 7), dated February 3, 2015. 7.4.2 All access pursuant to Section 7.4.1 shall be conducted (i) during normal working hours, (ii) under the reasonable supervision of the personnel of the Company, the Company Subsidiaries or the Company Joint Ventures, (iii) at Buyers’ expense, and (iv) upon reasonable notice, to the extent that Buyers and their Representatives do not unreasonably disrupt the personnel and operations of the Company or the Company Subsidiaries. Notwithstanding anything to the contrary contained hereinset forth in this Agreement, prior (x) no such Person will have access (1) to personnel records of the ClosingCompany or any Company Subsidiary relating to individual performance or evaluation records, medical histories or other information which in the Purchaser and its Representatives shall notCompany’s good faith opinion is sensitive or the disclosure of which could subject the Company or any Company Subsidiary to risk of liability, without the (2) for purposes of conducting any environmental sampling or testing, except with Sellers’ prior written consent or (3) to documentation or other information primarily relating to the Distributed ARG Business, and (y) neither the Company nor any Company Subsidiary will be required to disclose any information if doing so (1) could violate any Contractual Obligation or Legal Requirement to which the Company or any Company Subsidiary is a party or is subject or (2) Sellers believe in good faith could result in a loss of the Seller ability to successfully assert a claim of privilege (which may including the attorney-client and work product privileges). 7.4.3 All information provided pursuant to Section 7.4.1 will be withheld in subject to the Seller’s sole discretion)confidentiality agreement dated May 30, be entitled to conduct any intrusive indoor or outdoor sampling or testing at 2016, between LKQ and Vitro (the Transferred Real Property or any other property associated or affiliated in any way with the Seller or the Business“Confidentiality Agreement”) and Section 7.10.4.

Access Prior to Closing. Seller shall, and shall cause its Affiliates to, until the earlier of the Closing Date and From the date of this Agreement is terminated pursuant to the terms hereofClosing, upon reasonable notice following receipt of written consent from the PurchaserParent, provide to Representatives and personnel of the Purchaser (a list of such Representatives and personnel to be provided by the Purchaser to, and approved by, the Seller in advance of any access; provided that such approval which shall not be unreasonably withheld, conditioned or delayed), during reasonable business hours or at such times as agreed between the Seller and the Purchaser (and taking into account the day-to-day duties representatives of the personnel of the Seller J&J and its Affiliates): debt and equity financing sources may have access to (i) reasonable Seller’s, the Company’s and Parent’s executive management and back office personnel supervising the Business or providing finance, accounting, legal, human resources, real estate, information technology, security, compliance and like services for the Business, the Key Employees and such other personnel of Seller, the Company and Parent as J&J and Parent shall mutually agree upon as being reasonably necessary for J&J to complete its due diligence (Parent’s agreement to the same not to be unreasonably withheld), (ii) the Key Employees and certain other employees and independent contractors of the Business in order to conduct interviews and otherwise facilitate the engagement of Key Employees and other applicable employees and independent contractors of the Business, and (iii) all premises (provided that J&J shall not unreasonably interfere with Parent’s, Seller’s, or the Company’s operations on any such premises and J&J shall, at all times, adhere to all applicable rules and regulations of such premises whether given orally or in writing and shall not conduct any invasive environmental testing without first obtaining permission from Parent), properties, books, records, data centers, cloud hosting environments, contracts, and documents of Parent, Seller or the Company, solely in the case of Parent and Seller, as primarily used or primarily held for use in the Business (but excluding any Tax returns, Tax work papers and other books and records relating to Taxes of Seller or Parent). All requests for access to the Transferred Real Propertyoffices, Transferred Books and Records and the properties, books and records of pursuant to this Section 5.3 shall be made in writing to Parent. None of J&J, its affiliates or their respective representatives shall, prior to the Transferred SubsidiariesClosing Date, permitscontact any of the customers, work papers suppliers, distributors, contractors, lenders, agents or parties (other than work papers or representatives of any Tax Group of which the foregoing) that have business relationships with Parent, Seller or any Affiliate of Seller is a member unless such work papers are Exclusively Related the Company related to the Business), Contracts and other assets in each case of the Business, in each case solely to connection with the extent reasonably required for the purpose of preparing to operate the Business following the Closing and subject transactions contemplated hereby, whether in all cases to compliance with all applicable security requirements person or by telephone, mail or other limitations on access imposed by Applicable Law or under any lease; (ii) reasonable access to the management team and other key employees and personnel means of the Business (including, without limitation, employees and personnel involved in the manufacturing operations, human resources, and sales and marketing functions of the Business) solely to the extent reasonably required for the purposes of preparing to operate the Business following the Closing and subject in all cases to Applicable Law; and (iii) reasonable access to such additional financial and operating data solely to the extent relating to the Business as the Purchaser may from time to time reasonably request and solely for purposes of preparing to operate the Business following the Closing; provided that any such access or furnishing of information shall be at the Purchaser’s expense, under the supervision of the Seller’s or its Affiliates’ personnel, and in such manner as not to interfere unreasonably with the businesses, personnel or operations of Seller or any of its Affiliates; provided, further, that (A) the Purchaser shall notcommunication, without the prior written consent of the Seller (not to be unreasonably withheld or delayed)Parent; provided, however, that J&J, its affiliates and their representatives may contact any customer, client, vendor, employee, supplier or competitor of such Persons with whom they have a pre-existing business relationship if such contact does not involve the Business (other than customers, clients, vendors, suppliers and competitors of the Purchaser or its Affiliates in connection with Purchaser’s business and the impact of the Acquisition thereon), (B) the auditors and accountants of the Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (C) the Seller shall be entitled to restrict such access, (x) as determined, in its reasonable discretion, to be appropriate to ensure compliance with any Applicable Laws (including Antitrust Laws), and (y) to preserve any applicable attorney client privilege and to comply with contractual confidentiality obligations. Notwithstanding anything to the contrary contained herein, prior to the ClosingBusiness, the Purchaser and its Representatives shall not, without the prior written consent of the Seller (which may be withheld in the Seller’s sole discretion), be entitled to conduct any intrusive indoor or outdoor sampling or testing at the Transferred Real Property or any other property associated or affiliated in any way with the Seller Company or the Businesstransactions contemplated hereby.

Access Prior to Closing. Seller shall, and shall cause its Affiliates to, until the earlier of the Closing Date and From the date of this Agreement is terminated pursuant to the terms hereofClosing, upon reasonable notice following receipt of written consent from the PurchaserParent, provide to Representatives and personnel of the Purchaser (a list of such Representatives and personnel to be provided by the Purchaser to, and approved by, the Seller in advance of any access; provided that such approval which shall not be unreasonably withheld, conditioned or delayed), during reasonable business hours or at such times as agreed between the Seller and the Purchaser (and taking into account the day-to-day duties representatives of the personnel of the Seller J&J and its Affiliates): debt and equity financing sources may have access to (i) reasonable Seller’s, the Group Companies’ and Parent’s executive management and back office personnel supervising the Business or providing finance, accounting, legal, human resources, real estate, information technology, security, compliance and like services for the Business, the Key Employees and such other personnel of Seller, the Group Companies and Parent as J&J and Parent shall mutually agree upon as being reasonably necessary for J&J to complete its due diligence (Parent’s agreement to the same not to be unreasonably withheld), (ii) the Key Employees and certain other employees and independent contractors of the Business in order to conduct interviews and otherwise facilitate the engagement of Key Employees and other applicable employees and independent contractors of the Business, and (iii) all premises (provided that J&J shall not unreasonably interfere with Parent’s, Seller’s, or any Group Company’s operations on any such premises and J&J shall, at all times, adhere to all applicable rules and regulations of such premises whether given orally or in writing and shall not conduct any invasive environmental testing without first obtaining permission from Parent), properties, books, records, data centers, cloud hosting environments, contracts, and documents of Parent, Seller or the Group Companies, solely in the case of Parent and Seller, as primarily used or primarily held for use in the Business (but excluding any Tax returns, Tax work papers and other books and records relating to Taxes of Seller or Parent). All requests for access to the Transferred Real Propertyoffices, Transferred Books and Records and the properties, books and records of pursuant to this Section 5.3 shall be made in writing to Parent. None of J&J, its affiliates or their respective representatives shall, prior to the Transferred SubsidiariesClosing Date, permitscontact any of the customers, work papers suppliers, distributors, contractors, lenders, agents or parties (other than work papers or representatives of any Tax Group of which the foregoing) that have business relationships with Parent, Seller or any Affiliate of Seller is a member unless such work papers are Exclusively Related Group Company related to the Business), Contracts and other assets in each case of the Business, in each case solely to connection with the extent reasonably required for the purpose of preparing to operate the Business following the Closing and subject transactions contemplated hereby, whether in all cases to compliance with all applicable security requirements person or by telephone, mail or other limitations on access imposed by Applicable Law or under any lease; (ii) reasonable access to the management team and other key employees and personnel means of the Business (including, without limitation, employees and personnel involved in the manufacturing operations, human resources, and sales and marketing functions of the Business) solely to the extent reasonably required for the purposes of preparing to operate the Business following the Closing and subject in all cases to Applicable Law; and (iii) reasonable access to such additional financial and operating data solely to the extent relating to the Business as the Purchaser may from time to time reasonably request and solely for purposes of preparing to operate the Business following the Closing; provided that any such access or furnishing of information shall be at the Purchaser’s expense, under the supervision of the Seller’s or its Affiliates’ personnel, and in such manner as not to interfere unreasonably with the businesses, personnel or operations of Seller or any of its Affiliates; provided, further, that (A) the Purchaser shall notcommunication, without the prior written consent of the Seller (not to be unreasonably withheld or delayed)Parent; provided, however, that J&J, its affiliates and their representatives may contact any customersuch Persons with whom they have a pre-existing business relationship if such contact does not involve the Business, client, vendor, employee, supplier or competitor of the Business (other than customers, clients, vendors, suppliers and competitors of the Purchaser or its Affiliates in connection with Purchaser’s business and the impact of the Acquisition thereon), (B) the auditors and accountants of the Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (C) the Seller shall be entitled to restrict such access, (x) as determined, in its reasonable discretion, to be appropriate to ensure compliance with any Applicable Laws (including Antitrust Laws), and (y) to preserve any applicable attorney client privilege and to comply with contractual confidentiality obligations. Notwithstanding anything to the contrary contained herein, prior to the Closing, the Purchaser and its Representatives shall not, without the prior written consent of the Seller (which may be withheld in the Seller’s sole discretion), be entitled to conduct any intrusive indoor or outdoor sampling or testing at the Transferred Real Property or any other property associated or affiliated in any way with the Seller Group Company or the Businesstransactions contemplated hereby.