Common use of Access Prior to the Closing Clause in Contracts

Access Prior to the Closing. During the period from the date hereof until the earlier of the Closing Date and the date this Agreement is terminated pursuant to Article IX, the Companies shall provide Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice to Seller, to all offices, facilities, personnel, books and records of the Companies and Company Subsidiaries as Buyer may reasonably request; provided, that (a) Buyer and its Representatives shall take such action as is deemed necessary in the reasonable judgment of the Companies to schedule such access and visits through a designated officer of the party providing access and in such a way as to avoid disrupting in any material respect the normal business of the party providing access, (b) neither Company shall be required to take any action which would constitute a waiver of the attorney-client or other privilege or would compromise its confidential information, (c) neither Company need supply the other parties with any information which, in the reasonable judgment of such Company, such Company is under a contractual or legal obligation not to supply and (d) in no event shall Buyer be permitted to conduct any sampling of any environmental media, including soil, sediment, groundwater, surface water, indoor or outdoor air or building material. For the avoidance of doubt, any information provided or made available in connection with such access pursuant to this Section 6.2 shall be deemed to be, and treated as, “Evaluation Material” in accordance with the terms and subject to the conditions of the Confidentiality Agreement. Prior to the Closing, Buyer shall not (and shall cause its Representatives and Affiliates not to) use any information obtained pursuant to this Section 6.2 for any purpose unrelated to the Contemplated Transactions. Buyer agrees that from the date hereof until the Closing Date or the earlier termination of the Agreement, it is not authorized to, and shall not (and shall not permit any of its Representatives or Affiliates to) contact and communicate with the employees, customers, providers, service providers and suppliers of the Companies and Company Subsidiaries without the prior consultation with and written approval of the Sellers; provided, however, that the foregoing restriction shall not prohibit any contacts by Buyer or Buyer’s Representatives or Affiliates with the customers, providers, service providers and suppliers of the Companies or the Company Subsidiaries in the ordinary course of business unrelated to the Contemplated Transactions.

Access Prior to the Closing. During the period from the date hereof until the earlier of the Closing Date and the date this Agreement is terminated pursuant to Article IXARTICLE VIII, the Companies Company shall provide Buyer Parent and its Merger Sub and their Representatives reasonable access, access during regular business hours and upon reasonable advance notice to Sellerall properties, to all personnel, Contracts, Tax Returns and related information, offices, facilities, personnel, financial books and records of the Companies Company Group and furnish to Parent and Merger Sub such additional financial and operating data and other information regarding the Company Subsidiaries Group (or copies thereof), in each case as Buyer Parent and Merger Sub may reasonably request; provided, that (a) Buyer Parent, Merger Sub and its their Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company Group, (b) Parent and Merger Sub and their Representatives shall take such action as is deemed necessary in the reasonable judgment of the Companies Company Group to schedule such access and visits through a designated officer of the party providing access and in such a way as to avoid disrupting in any material respect the normal business of the party providing access, (bc) neither the Company Group shall not be required to take any action which would would, in the reasonable judgment of the Company, constitute a waiver of the attorney-client or other privilege or would compromise its any confidential information, (cd) neither the Company Group need not supply the other parties Parent, Merger Sub or their Representatives with any information which, in the reasonable judgment of such the Company, such the Company Group or any of its Affiliates is under a contractual or legal obligation not to supply (it being understood that the Company shall use its reasonable best efforts to provide such access in a manner that would not violate the foregoing clauses (c) and (d)) and (e) in no event shall Buyer Parent or Merger Sub or any of their Representatives be permitted to conduct any sampling of any environmental media, including soil, sediment, groundwater, surface water, indoor or outdoor air or building material. For the avoidance of doubt, any information provided or made available in connection with such access pursuant to this Section 6.2 Agreement, the Ancillary Documents and the Contemplated Transactions shall be deemed to be, and treated as, “Evaluation Material” in accordance with the terms and subject to the conditions of the Confidentiality Agreement. Prior to the Closing, Buyer Parent and Merger Sub shall not (and shall cause its their Representatives and Affiliates not to) use any information obtained pursuant to this Section 6.2 5.2 for any purpose unrelated to the Contemplated Transactions. Buyer Parent and Merger Sub each hereby agrees that from the date hereof until the Closing Date or the earlier termination of the AgreementAgreement pursuant to ARTICLE VIII, it is not authorized to, and shall not (and shall not permit any of its Representatives or Affiliates to) contact and communicate with the employees, customers, providers, service providers providers, landlords and suppliers of the Companies and Company Subsidiaries Group without the prior consultation with and written approval of the SellersCompany or the Equityholder Representative; provided, however, that the foregoing restriction shall not prohibit any contacts by Buyer Parent or BuyerParent’s Representatives or Affiliates with the customers, providers, service providers providers, landlords and suppliers of the Companies or the Company Subsidiaries Group in the ordinary course of business unrelated to the Contemplated Transactions.

Access Prior to the Closing. Confidentiality During the period from the date hereof until the earlier of the Closing Date and the date this Agreement is terminated pursuant to Article ‎ARTICLE IX, the Companies Company shall provide Buyer Parent and its Merger Sub and their Representatives reasonable access, access during regular business hours and upon reasonable advance notice to Seller, to all offices, facilities, personnel, books and records (financial and otherwise) of the Companies Company Group as Parent and Company Subsidiaries as Buyer Merger Sub may reasonably request; provided, provided that (a) Buyer Parent, Merger Sub and its their Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company Group; (b) Parent and Merger Sub and their Representatives shall take such action as is deemed necessary in the reasonable judgment of the Companies Company Group to schedule such access and visits through a designated officer of the party providing access and in such a way as to avoid disrupting in any material respect the normal business of the party providing access, (bc) neither the Company Group shall not be required to take any action which would would, in the reasonable judgment of the Company, constitute a waiver of the attorney-client or other privilege or would compromise its any confidential information, (cd) neither the Company Group need not supply the other parties Parent, Merger Sub, or their respective Representatives with any information which, in the reasonable judgment of such the Company, such the Company Group or any of its Affiliates is under a contractual or legal obligation not to supply supply, and (de) in no event shall Buyer Parent or Merger Sub or any of their representatives be permitted to conduct any sampling of any environmental media, including soil, sediment, groundwater, surface water, indoor or outdoor air or building materialmaterial without the Company’s prior written consent. For the avoidance of doubt, any information provided or made available in connection with such access pursuant to this Section 6.2 Agreement, the Ancillary Documents and the Contemplated Transactions shall be deemed to be, and treated as, “Evaluation Material” in accordance with the terms and subject to the conditions of the Confidentiality Agreement. Prior to the ClosingClosing Date, Buyer Parent and Merger Sub shall not (and shall cause its their Representatives and Affiliates not to) use any information obtained pursuant to this Section 6.2 ‎6.2 for any purpose unrelated to the Contemplated Transactions. Buyer Parent and Merger Sub each hereby agrees that from the date hereof until the Closing Date or the earlier termination of the AgreementAgreement pursuant to ‎ARTICLE IX, it is not authorized to, and shall not (and shall not permit any of its Representatives or Affiliates to) contact and communicate with the employees, customers, providers, service providers providers, landlords, and suppliers of the Companies and Company Subsidiaries Group without the prior consultation with and written approval of the SellersCompany or the Equityholder Representative; provided, however, that the foregoing restriction shall not prohibit any contacts by Buyer Parent or BuyerParent’s Representatives or Affiliates with the customers, providers, service providers providers, landlords, and suppliers of the Companies or the Company Subsidiaries Group in the ordinary course of business Ordinary Course unrelated to the Contemplated Transactions.

Access Prior to the Closing. During the period from the date hereof until the earlier of the Closing Date and the date this Agreement is terminated pursuant to Article IX, the Seller shall, and shall cause the Companies shall to provide Buyer and its Representatives reasonable access, access during regular business hours and upon reasonable advance notice to Seller, to all offices, facilities, personnel, financial books and records and other documents and any employees, advisors, consultants or other personnel of the Companies as Buyer may reasonably request, and Company Subsidiaries furnish Buyer and its Representatives with such other information and data concerning the Companies as Buyer may reasonably request; provided, that (a) Buyer and its Representatives shall take such action as is deemed necessary in the reasonable judgment of the Companies Holdings to schedule such access and visits through a designated officer of the party providing access and in such a way as to avoid disrupting in any material respect the normal business of the party providing access, (b) neither no Company shall be required to take any action which would constitute a waiver of the attorney-client or other privilege or would compromise its confidential information, (c) neither no Company need supply the other parties with any information which, in the reasonable judgment of such Company, such Company is under a contractual or legal obligation not to supply supply, and (d) in no event shall Buyer be permitted to conduct any sampling of any environmental media, including soil, sediment, groundwater, surface water, indoor or outdoor air or building material. For the avoidance of doubt, any information provided or made available in connection with such access pursuant to this Section 6.2 shall be deemed to be, and treated as, “Evaluation Material” in accordance with the terms and subject to the conditions of the Confidentiality Agreement. Prior to the Closing, Buyer shall not (and shall cause its Representatives and Affiliates not to) use any information obtained pursuant to this Section 6.2 for any purpose unrelated to the Contemplated Transactions. Buyer agrees that from the date hereof until the Closing Date or the earlier termination of the Agreement, it is not authorized to, and shall not (and shall not permit any of its Representatives or Affiliates to) contact and communicate with the employees, customers, vendors, service providers, service providers and suppliers of the Companies and Company Subsidiaries without the prior consultation with and written approval of the SellersSeller or the Finance Director of Holdings (such approval not to be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing restriction shall not prohibit any contacts by Buyer or Buyer’s Representatives or Affiliates with the customers, providersvendors, service providers and suppliers of the Companies or the Company Subsidiaries in the ordinary course of business unrelated to the Contemplated Transactions.