Common use of Access Prior to Closing Clause in Contracts

Access Prior to Closing. Between the date hereof and the Closing Date, the Company shall, upon reasonable request of 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, the Company will deliver a copy of all documents in the Data Room to Parent on compact disc, DVD or USB flash drive. Notwithstanding anything herein to the contrary, (i) no such access between the date hereof and the Closing Date shall be permitted to the extent that it would require any Acquired Company to 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 ordinary course of business consistent with past practices and unrelated to any of the Transaction Agreements or any transactions contemplated thereby, neither Parent nor its representatives shall contact any suppliers to, or customers of, the Company regarding the Company prior to the Closing without first obtaining the 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. 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, officers, or directors of Parent without the advance written consent of the Company.

Access Prior to Closing. Between Until the Closing, subject to the applicable bona fide policies and practices of 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 the Closing Dateany applicable Law, the Company Seller shall, upon reasonable request of Parentadvance notice from the Purchaser, provide use reasonable best efforts to Parent cause the Company to afford the Purchaser and its authorized representatives Representatives reasonable access during normal business hours reasonable access to all booksthe Company’s properties, facilities, assets, Contracts, books and records and properties other documents and data, and senior management and accountants of the Company as the Purchaser may reasonably request, in each case, to the extent not interfering with or unduly disrupting the normal business operations of the Company and its Subsidiaries, for the purpose of ensuring an orderly and shall cause efficient transition of the Company and its Subsidiaries to furnish Parent with such financial and operating data and other the Purchaser in preparation of the Closing; provided, however, that the Seller shall not be required to cause to be provided access to any information that, 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 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 confidentiality (to the terms of, and as extent such term obligation is defined in, disclosed to the Confidentiality AgreementPurchaser in writing prior to the date hereof). At or as soon as reasonably practicable following 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 will deliver a copy of all documents as requested by the Purchaser in the Data Room to Parent on compact discwriting, DVD or USB flash drive. Notwithstanding anything herein to the contrary, (i) no such access including arranging meetings between the date hereof Purchaser and such Material Customers and Material Suppliers; provided, that the Purchaser and the Closing Date Seller shall be permitted use their respective commercially reasonable efforts to agree upon the extent that it would require any Acquired Company to disclose information subject to attorney-client or similar privilege (if such disclosure would waive such privilege) or timing of and a process by which such access is restricted by contract meetings will take place; and provided, further, that the Purchaser will not contact, meet nor attempt to contact or applicable Lawmeet, (ii) except for contact made any Material Customer or Material Supplier of the Company without advance notice to, and express consent by, the Seller, other than in the ordinary course of business consistent or with past practices and respect to matters unrelated to any of the Transaction Agreements or any transactions contemplated thereby, neither Parent nor its representatives shall contact any suppliers to, or customers of, the Company regarding the Company prior to the Closing without first obtaining the 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. 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, officers, or directors of Parent without the advance written consent of the CompanyProposed Transactions.

Access Prior to Closing. Between Upon reasonable notice from the date hereof ----------------------- through the Closing, PRG and the Closing DateSubsidiaries, the Company shalland their respective directors, upon officers, agents and employees, shall afford Signature and PAC and their representatives (including, without limitation, its independent public accountants, engineers, consultants, attorneys, lenders and other representatives) reasonable request of Parentaccess to, provide and opportunity to Parent and its authorized representatives examine, during normal business hours reasonable access to hours, any and all of the premises, properties, contracts, books, records records, business, data, personnel, customers and properties vendors of or relating to PRG, any of the Company Subsidiaries or (to the extent reasonably necessary) the Related Parties or their operations. PRG and its the Subsidiaries, and their respective officers, directors, shareholders, agents and employees shall cause cooperate fully in connection with the Company foregoing. Signature shall defend, indemnify 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, the Company will deliver a copy of all documents in the Data Room to Parent on compact disc, DVD or USB flash drive. Notwithstanding anything herein to the contrary, (i) no such access between the date hereof hold PRG and the Closing Date shall be permitted to PRG Shareholders harmless from and against all loss, expense (including, but not limited to, reasonable attorneys' fees and expenses arising from the extent that it would require any Acquired Company to disclose information subject to attorney-client enforcement of this indemnity), damage and liability resulting from claims for personal injury, wrongful death or similar privilege (if such disclosure would waive such privilege) property damage against PRG or of which such access is restricted by contract or applicable Law, (ii) except for contact made in the ordinary course of business consistent with past practices and unrelated to any of the Transaction Agreements Subsidiaries or any transactions contemplated therebyof the Real Properties arising from or as a result of, neither Parent nor any act or omission of Signature or any of its agents, employees and representatives in connection with any examination or inspection conducted pursuant to this Section. No soil and/or ground water sampling shall be performed unless and until the location, scope and methodology of such sampling and the environmental consultant selected by Signature to perform such sampling have all been approved by PRG, which approval shall not be unreasonably withheld. Signature shall cause all materials excavated pursuant to any environmental tests, together with all substances applied thereto in the course of analysis, to be disposed of in accordance with all Applicable Environmental and Health Laws. Signature and its agents, employees and representatives shall contact use all reasonable efforts to minimize any suppliers to, or customers of, the Company regarding the Company prior to the Closing without first obtaining the written consent disruption of the Company, (iii) no business of PRG in connection with such examinations and inspections. Signature and PAC have and will through Closing provide to PRG access shall be permitted to information and Signature properties reasonably necessary for any environmental testing, sampling or other invasive environmental investigations and (iv) no such access shall be permitted PRG 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 understand Signature and its authorized representatives under this Section 6.4(a) as “outside counsel only” business, subject to the extent competitively sensitive with Parent. Such materials and the information contained therein shall be given only required limitations on access to outside counsel of Parent and its representatives and will not be disclosed by such outside counsel to employees, officers, or directors of Parent without the advance written consent of the Companynon- public information.

Access Prior to Closing. Between (a) From the date hereof and Effective Date until the Closing Dateearlier of termination of this Agreement or the Closing, the Company shallSeller shall give the Buyer reasonable access, upon reasonable request of Parent, provide to Parent and its authorized representatives notice during normal business hours reasonable access hours, to all properties, books, records and properties key management personnel of or pertaining to the applicable Company Group Entities; provided, however, that the foregoing will not: (i) interfere with the day-to-day operations of the Company and its Subsidiaries, and shall cause Group Entities; (ii) require the Seller or the Company and its Subsidiaries Group Entities to furnish Parent with provide access or to disclose information where such financial and operating data and other access or disclosure would contravene any applicable Law or Contract, would relate to commercially sensitive information, or would result in the waiver of any legal privilege or work-product protection; or (iii) include any sampling or testing for or regarding any environmental matters without the Seller’s prior written consent. Any information with respect disclosed prior 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 Closing Date will be treated as “Evaluation Materials” pursuant subject to the terms of, and as such term is defined in, provisions of the Confidentiality Agreement. At In the event of a conflict or as soon as reasonably practicable following the Closing, the Company will deliver a copy of all documents in the Data Room to Parent on compact disc, DVD or USB flash drive. Notwithstanding anything herein to the contrary, (i) no such access inconsistency between the date hereof and the Closing Date shall be permitted to the extent that it would require any Acquired Company to 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 ordinary course of business consistent with past practices and unrelated to any of the Transaction Agreements or any transactions contemplated thereby, neither Parent nor its representatives shall contact any suppliers to, or customers of, the Company regarding the Company prior to the Closing without first obtaining the 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 Lawthis Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. The parties acknowledge and agree that the Company may, as it deems advisable and necessary, Group Entities may designate any competitively sensitive materials provided information made available to Parent and its authorized representatives the Buyer under this Section 6.4(a) Agreement as “outside counsel only” to the extent competitively sensitive with Parent. Such materials and the such information contained therein shall be given only to the outside counsel of Parent the Buyer and may not be shared with the Buyer or any of its subsidiaries or any of their respective Representatives (other than such outside counsel). (b) The Buyer agrees to indemnify, defend and hold harmless the Seller and its representatives Affiliates from and will not be disclosed by against any and all liabilities, losses, claims and causes of action for personal injury, death or property damage occurring on or to such outside counsel to employees, officers, or directors of Parent without the advance written consent property of the CompanyCompany Group Entities as a result of the Buyer or its Representative’s entry onto or conduct while on the premises of the Company Group Entities or any of their respective Affiliates. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller or any of its Affiliates regarding the actions of the Buyer and any of its Representatives while upon, entering or leaving any such property.