Common use of Access Prior to Closing Clause in Contracts

Access Prior to Closing. From the date of this Agreement to the Closing, following receipt of written consent from Parent, which shall not be unreasonably withheld, representatives of J&J and its debt and equity financing sources may have access to (i) 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 offices, 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 Closing Date, contact any of the customers, suppliers, distributors, contractors, lenders, agents or parties (or representatives of any of the foregoing) that have business relationships with Parent, Seller or the Company related to the Business, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of Parent; provided, however, that J&J, its affiliates and their representatives may contact any such Persons with whom they have a pre-existing business relationship if such contact does not involve the Business, the Company or the transactions contemplated hereby.

Access Prior to Closing. From the date of this Agreement to Until the Closing, following receipt subject to the applicable bona fide policies and practices of written consent the Company, any contractual restrictions existing as of the date hereof to the extent disclosed to the Purchaser in writing prior to the date hereof, and any applicable Law, the Seller shall, upon reasonable advance notice from Parentthe Purchaser, which shall not be unreasonably withheld, representatives of J&J use reasonable best efforts to cause the Company to afford the Purchaser and its debt and equity financing sources may have Representatives reasonable access during normal business hours to (i) 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, booksfacilities, recordsassets, 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 offices, propertiesContracts, books and records and other documents and data, and senior management and accountants of pursuant to this Section 5.3 shall be made the Company as the Purchaser may reasonably request, in writing to Parent. None of J&Jeach case, its affiliates or their respective representatives shall, prior to the Closing Date, contact any extent not interfering with or unduly disrupting the normal business operations of the customers, suppliers, distributors, contractors, lenders, agents or parties (or representatives Company and for the purpose of any ensuring an orderly and efficient transition of the foregoing) that have business relationships with Parent, Seller or the Company related to the Business, Purchaser in connection with preparation of the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of ParentClosing; provided, however, that J&Jthe Seller shall not be required to cause to be provided access to any information that, its affiliates and their representatives may contact based on advice of counsel, would violate applicable Law or fiduciary standards, or would compromise any attorney-client privilege or violate any obligation of the Company owing to a third party with respect to confidentiality (to the extent such Persons with whom they have a pre-existing business relationship if such contact does not involve obligation is disclosed to the BusinessPurchaser in writing prior to the date hereof). Until the Closing, the Seller will use reasonable best efforts to cooperate with the Purchaser in its efforts to interview the Material Customers and Material Suppliers of the Company as requested by the Purchaser in writing, including arranging meetings between the Purchaser and such Material Customers and Material Suppliers; provided, that the Purchaser and the Seller shall use their respective commercially reasonable efforts to agree upon the timing of and a process by which such meetings will take place; and provided, further, that the Purchaser will not contact, meet nor attempt to contact or meet, any Material Customer or Material Supplier of the transactions contemplated herebyCompany without advance notice to, and express consent by, the Seller, other than in the ordinary course of business or with respect to matters unrelated to the Proposed Transactions.

Access Prior to Closing. From the date of this Agreement to the Closing, following receipt of written consent from Parent, which shall not be unreasonably withheld, representatives of J&J and its debt and equity financing sources may have access to (i) Seller’s, the Company’s 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 Company 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 the 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 CompanyGroup 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 offices, 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 Closing Date, contact any of the customers, suppliers, distributors, contractors, lenders, agents or parties (or representatives of any of the foregoing) that have business relationships with Parent, Seller or the any Group Company related to the Business, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of Parent; provided, however, that J&J, its affiliates and their representatives may contact any such Persons with whom they have a pre-existing business relationship if such contact does not involve the Business, the any Group Company or the transactions contemplated hereby.

Access Prior to Closing. From Between the date hereof and the Closing Date, the Company shall, upon reasonable request of this Agreement Parent, provide to Parent and its authorized representatives during normal business hours reasonable access to all books, records and properties of the Company and its Subsidiaries, and shall cause the Company and its Subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request. All of such information shall be treated as “Evaluation Materials” pursuant to the terms of, and as such term is defined in, the Confidentiality Agreement. At or as soon as reasonably practicable following the Closing, following receipt the Company will deliver a copy of written consent from Parentall documents in the Data Room to Parent on compact disc, which shall not be unreasonably withheldDVD or USB flash drive. Notwithstanding anything herein to the contrary, representatives of J&J and its debt and equity financing sources may have access to (i) Seller’s, no such access between the Company’s date hereof 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 Closing Date shall mutually agree upon as being reasonably necessary for J&J to complete its due diligence (Parent’s agreement be permitted to the same not extent that it would require any Acquired Company to be unreasonably withheld)disclose information subject to attorney-client or similar privilege (if such disclosure would waive such privilege) or of which such access is restricted by contract or applicable Law, (ii) except for contact made in the Key Employees ordinary course of business consistent with past practices and certain other employees and independent contractors unrelated to any 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 BusinessTransaction Agreements or any transactions contemplated thereby, and (iii) all premises (provided that J&J neither Parent nor its representatives shall not unreasonably interfere with Parent’s, Seller’scontact any suppliers to, or customers of, 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 Company regarding 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 offices, 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, Company prior to the Closing Date, contact any of without first obtaining the customers, suppliers, distributors, contractors, lenders, agents or parties (or representatives of any of the foregoing) that have business relationships with Parent, Seller or the Company related to the Business, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of the Company, (iii) no such access shall be permitted for any environmental testing, sampling or other invasive environmental investigations and (iv) no such access shall be permitted to the extent that it would require any Acquired Company to disclose information that is classified or for which disclosure is prohibited by the terms of any contract or Law. The Company may, as it deems advisable and necessary, designate any sensitive materials provided to Parent and its authorized representatives under this Section 6.4(a) as “outside counsel only” to the extent competitively sensitive with Parent; provided. Such materials and the information contained therein shall be given only to outside counsel of Parent and its representatives and will not be disclosed by such outside counsel to employees, howeverofficers, that J&J, its affiliates and their representatives may contact any such Persons with whom they have a pre-existing business relationship if such contact does not involve or directors of Parent without the Business, advance written consent of the Company or the transactions contemplated herebyCompany.