Common use of Access to Information and Cooperation Clause in Contracts

Access to Information and Cooperation. (a) From and after the date hereof until the Closing, the Sellers shall, and shall cause the Company and the Subsidiaries to, give to the Buyer’s officers, employees, agents, attorneys, consultants and accountants, reasonable access during normal business hours upon reasonable notice to all of the properties, books, contracts, documents and records with respect to the Company and the Subsidiaries and shall furnish to the Buyer and such Persons as the Buyer shall designate to the Sellers such information relating to the Company or any Subsidiary as the Buyer or such Persons may at any time and from time to time reasonably request. No investigation pursuant to this Section 6.7(a) shall affect any representation or warranty made by the Sellers to the Buyer hereunder or otherwise affect the indemnification obligations of the Sellers hereunder. (b) From and after the Closing, the Buyer (including, for the purpose of this Section 6.7(b), the Company and the Subsidiaries after the Closing) shall provide the Sellers and their professional advisors with reasonable access to the books and records of the Company and the Subsidiaries (i) in connection with the preparation of the Net Current Assets Statement contemplated by Section 1.4, (ii) if reasonably required in connection with any litigation, investigation, tax audit, discovery or similar proceeding, or in the preparation of Tax Returns, and (iii) as may be necessary in order to enable the Sellers and their professional advisors to investigate claims for Table of Contents indemnification under Article 10 or Article 11 and to exercise fully all rights they may have in connection with such claims. If any Seller shall reasonably request the assistance (including testimony) of employees of the Buyer, the Company or any of the Subsidiaries after the Closing (or any successors thereto) in connection with any third-party litigation, investigation, tax audit, discovery, similar proceeding or claim against any Seller, the Buyer shall make such employees available for a reasonable period of time; provided, that all out-of-pocket costs shall be borne by the Seller or Sellers making such request.

Access to Information and Cooperation. (a) From and after the date hereof until Until the Closing, the Sellers shallShareholder will furnish, and shall will cause the Company and the Subsidiaries toCompanies to furnish, give to the Buyer’s officers, employees, agents, attorneys, consultants and accountants, reasonable access during normal business hours upon reasonable notice to all of the properties, books, contracts, documents and records with respect to the Company and the Subsidiaries and shall furnish to the Buyer and such Persons its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives all financial, operating and other data and information concerning the assets, commitments and properties of the Companies as the Buyer shall designate to the Sellers such information relating to the Company or any Subsidiary as the Buyer or such Persons may at any time and from time to time reasonably request. No investigation pursuant to this Section 6.7(a) shall affect any representation or warranty made by request and the Sellers Shareholder will afford to the Buyer hereunder and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives reasonable access to the offices, properties, books, records, contracts and documents of the Companies and such Persons will be given a reasonable opportunity to ask questions of, and receive answers from, representatives of the Companies. As part of its investigation, the Buyer will have the right to conduct reasonable environmental assessments, including soil and groundwater sampling, as it deems appropriate. No investigations by the Buyer or its employees, representatives or agents shall reduce or otherwise affect the indemnification obligations obligation or liability of the Sellers hereunderShareholder with respect to any representations, warranties, covenants or agreements made herein or in any exhibit, schedule or other certificate, instrument, agreement or document, including the Disclosure Schedule, executed and delivered in connection with this Agreement. The Shareholder will reasonably cooperate with the Buyer and its employees, officers, accountants, attorneys, agents and other authorized representatives in the preparation of any documents or other materials that may be required by any Governmental Entity. (b) From The Shareholder agrees to cooperate with the Buyer, and after cause the ClosingCompanies’ external accountants to assist the Buyer, in the preparation of any financial statements relating to the Companies that may be reasonably requested by the Buyer (including, for filing with the purpose of this Section 6.7(b), the Company United States Securities and the Subsidiaries after the Closing) shall provide the Sellers and their professional advisors with reasonable access to the books and records of the Company and the Subsidiaries (i) Exchange Commission in connection with any filings that may be made by the Buyer or its Affiliates under the Securities Act or the Exchange Act. All costs with respect to the preparation of the Net Current Assets Statement contemplated by Section 1.4, (ii) if reasonably required in connection with any litigation, investigation, tax audit, discovery or similar proceeding, or in the preparation of Tax Returns, and (iii) as may be necessary in order to enable the Sellers and their professional advisors to investigate claims for Table of Contents indemnification under Article 10 or Article 11 and to exercise fully all rights they may have in connection with such claims. If any Seller shall reasonably request the assistance (including testimony) of employees of the Buyer, the Company or any of the Subsidiaries after the Closing (or any successors thereto) in connection with any third-party litigation, investigation, tax audit, discovery, similar proceeding or claim against any Seller, the Buyer shall make such employees available for a reasonable period of time; provided, that all out-of-pocket costs foregoing financial statements shall be borne by the Seller or Sellers making such requestBuyer.

Access to Information and Cooperation. (a) From and after the date hereof of this Agreement until the ClosingClosing Date, the Sellers shallSeller will (i) give, and shall will cause the Company Entities to give, Buyer, its counsel, financial advisors, auditors and the Subsidiaries to, give other authorized representatives reasonable access to the Buyer’s officersoffices, employeesproperties, agents, attorneys, consultants books and accountants, reasonable access during normal business hours upon reasonable notice to all records of the properties, books, contracts, documents Company Entities and records with respect to the Company and the Subsidiaries and shall furnish to the Buyer and such Persons as the Buyer shall designate to the Sellers such information relating to the Company or any Subsidiary as the Buyer or such Persons may at any time and from time to time reasonably request. No investigation pursuant to this Section 6.7(a) shall affect any representation or warranty made by the Sellers to the Buyer hereunder or otherwise affect the indemnification obligations of the Sellers hereunder. (b) From and after the Closing, the Buyer (including, for the purpose of this Section 6.7(b), the Company and the Subsidiaries after the Closing) shall provide the Sellers and their professional advisors with reasonable access to the books and records of Seller relating to the Company and the Subsidiaries (i) in connection with the preparation of the Net Current Assets Statement contemplated by Section 1.4Entities, (ii) if furnish, and will cause the Company Entities to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company Entities as such Persons may reasonably required in connection with any litigation, investigation, tax audit, discovery or similar proceeding, or in the preparation of Tax Returns, request and (iii) instruct the employees of the Company Entities to cooperate with Buyer in its investigation of the Company Entities. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company Entities. Notwithstanding the foregoing, (A) Buyer shall not have access to personnel records of the Company Entities relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion could subject Seller or any Company Entity to risk of liability and (B) neither Seller nor any Company Entity shall be obligated to provide access to, or to disclose, any information to Buyer if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of Seller or any Company Entity, violate any Applicable Law or contractual confidentiality obligations. All requests for information made pursuant to this Section 5.02 shall be directed to an executive officer of Seller or such Person as may be necessary in order to enable the Sellers designated by Seller’s executive officers. (b) Seller shall, and their professional advisors to investigate claims for Table of Contents indemnification under Article 10 or Article 11 shall cause its controlled Affiliates to, on and to exercise fully all rights they may have in connection with such claims. If any Seller shall reasonably request the assistance (including testimony) of employees of the Buyer, the Company or any of the Subsidiaries after the Closing Date, use reasonable best efforts to afford to Buyer and its Affiliates and their respective counsel, financial advisors, auditors and other designated representatives (subject to confidentiality commitments to Seller and its Affiliates) reasonable access to their books and records to the extent necessary (i) to permit Buyer to determine any matter relating to its rights and obligations hereunder or any successors thereto(ii) in connection with any third-party litigationinsurance claim, investigationor legal, tax auditadministrative or other proceeding by any Governmental Authority, discoveryarising out of any Company Entity’s business and operations in which Buyer or any of its Affiliates may from time to time be involved (but in each case only to the extent such books and records are required to be retained under Applicable Law) (other than with respect to disputes between Buyer, similar proceeding or claim against any on the one hand, and Seller, on the other hand); provided (i) that any such access by Buyer shall make such employees available for a reasonable period not unreasonably interfere with the conduct of time; provided, that all out-of-pocket costs the business of Seller or its Affiliates and (ii) neither Seller nor any of its controlled Affiliates shall be borne by the obligated to provide access to, or to disclose, any information to Buyer if Seller or Sellers making such requestAffiliate reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of Seller or such Affiliate or violate any Applicable Law or contractual confidentiality obligations.

Access to Information and Cooperation. (a) From and after Between the date hereof until of this Agreement and the Closing, subject to the Sellers limitations set forth in Section 7.6(b), the Companies shall, subject to (i) contractual and shall cause legal restrictions applicable to them, including attorney-client privilege, work product doctrine or similar privilege, (ii) any confidentiality obligation of such parties existing as of the Company date hereof, (iii) the terms of this Agreement and the Subsidiaries to(iv) applicable Law, give to the Buyerafford Parent and Buyer and their Representatives at Parent’s officers, employees, agents, attorneys, consultants sole cost and accountants, expense reasonable access during normal business hours and upon reasonable prior notice to all of the properties, bookspersonnel, contractscontracts and agreements, documents books and records with respect to of the Companies and the Company and the Subsidiaries and shall furnish promptly deliver or make available to Parent information concerning the Buyer business, properties, assets and such Persons as personnel of the Buyer shall designate to the Sellers such information relating to Companies and the Company or any Subsidiary Subsidiaries as the Buyer or such Persons Parent may at any time and from time to time reasonably request. No investigation Parent shall, and shall cause its Representatives to, treat all information provided to or obtained by Parent or its representatives pursuant to this Section 6.7(a7.6(a) shall affect any representation or warranty made by the Sellers to the Buyer hereunder or otherwise affect the indemnification obligations as confidential information for purposes of the Sellers hereunderConfidentiality Agreement (“Confidential Information”) and, in the event of the termination of this Agreement for any reason, Parent shall promptly return all Confidential Information in accordance with the terms of the Confidentiality Agreement. The parties hereto shall coordinate such access to ensure that it does not unreasonably interfere with the business or operations of the Companies or Company Subsidiaries. (b) From The Companies shall, subject to (i) contractual and after legal restrictions applicable to it, including attorney-client privilege, work product doctrine or similar privilege, (ii) any confidentiality obligation of such party existing as of the Closingdate hereof, (iii) the Buyer (including, for the purpose terms of this Section 6.7(b)Agreement and (iv) applicable Law, permit Buyer and its Representatives, contractors, architects and engineers reasonable access to any of the Company Towers, Tower Sites or DAS Sites during normal business hours, at Buyer’s sole cost and expense. In addition, Buyer, at its sole cost and expense, may perform any inspections, surveys, measurements, Phase I environmental site assessments and/or environmental compliance audits which Buyer reasonably deems necessary or appropriate, provided that the Subsidiaries after Parent will not take or permit any of its Representatives to take, any action, including boring, drilling or other soil or groundwater testing, in its investigation of any Tower Site which impairs or otherwise interferes with the Closing) use and operation of any equipment on or communications operations being conducted at a Tower Site, without the Companies’ prior written consent, which consent may not be unreasonably withheld. Buyer shall provide indemnify the Companies, the Sellers and their professional advisors with reasonable access respective Affiliates for any claims, losses or causes of action caused by, or incurred in connection with, Buyer’s inspection of the Tower Sites or other due diligence activities occurring prior to the books Closing Date; provided, that Buyer shall not be required to indemnify the Companies, the Sellers or their respective Affiliates for any claim, loss or cause of action caused by the negligence or willful misconduct of such Company, Seller or Affiliate. Before conducting any physical inspection or testing at any Tower Sites, Buyer shall obtain, and records during the period of such inspection or testing shall maintain, at its expense, wide cover commercial general liability insurance for bodily injury or property damage in an amount not less than $10 million for any one occurrence, including a contractual liability endorsement, and personal injury liability coverage, on an “occurrence basis” with the Companies and the Sellers as beneficiaries, from an insurer reasonably acceptable to the Companies. Before making entry upon any Tower Site, Buyer shall furnish to the Companies certificates of insurance evidencing the foregoing coverage. (c) Each of Parent and Buyer reaffirms and shall fulfill its obligations under the Confidentiality Agreement; provided, however, that references to Representatives in the Confidentiality Agreement shall be deemed to include potential sources of Purchaser’s financing for the Transaction. If for any reason, termination of the Agreement occurs prior to Closing, the obligations of Parent and Buyer under the Confidentiality Agreement shall continue in full force and effect. (d) Parent, its Representatives and any other Person acting on behalf and at the direction of Parent to whom the Sellers shall have consented, which consent shall not be unreasonably withheld, shall have the right to contact any Governmental Entity about any Governmental Authorizations concerning the Companies, the Company Subsidiaries or the Towers, Tower Sites or DAS Networks and any party to any of the Subsidiaries (i) Ground Leases, Tenant Leases, DAS Customer Agreements or any other Material Contracts in connection with the preparation its due diligence of the Net Current Assets Statement transactions contemplated by Section 1.4this Agreement; provided, (ii) if reasonably required in connection with any litigationhowever, investigation, tax audit, discovery or similar proceeding, or in the preparation of Tax Returns, and (iii) as may be necessary in order to enable the Sellers and their professional advisors to investigate claims for Table of Contents indemnification under Article 10 or Article 11 and to exercise fully all rights they may have that in connection with such claims. If any Seller shall reasonably request the assistance (including testimony) of employees of communications the Buyer’s inquiry with respect to Taxes shall be limited to whether the Taxes have been paid on a specific Tower Site, the Company Tower or any of the Subsidiaries after the Closing (or any successors thereto) in connection with any third-party litigation, investigation, tax audit, discovery, similar proceeding or claim against any Seller, the Buyer shall make such employees available for a reasonable period of timeDAS Asset; provided, further, that all out-of-pocket costs the Sellers shall have the opportunity to participate in any contacts, communications or discussions with any Governmental Authority located in the Territory or with DoITT, it being understood that if Parent and the Sellers cannot agree in good faith on a reasonable time to make such contact or to hold such communications or discussions, Parent may proceed without the Sellers’ participation. To the extent that any Governmental Authority or third party provides Parent information that would or would reasonably be borne by likely to impair the Seller ability of the Companies or the Sellers making to consummate the Contemplated Transactions or would or would reasonably be likely to give rise to the breach of a representation or warranty set forth in this Agreement, Parent shall use commercially reasonably efforts to advise Sellers. (e) To the extent indemnification rights or warranties relating to the Towers, DAS Networks or Improvements were not assigned to a Company or Company Subsidiary, Mobilitie LLC shall pursue such requestindemnification right or warranty at the Buyer’s sole expense.

Access to Information and Cooperation. (a) From and For a period of ten years after the date hereof until the Closing, the Sellers shall, and shall cause the Company and the Subsidiaries to, give to the Buyer’s officers, employees, agents, attorneys, consultants and accountants, reasonable access during normal business hours upon reasonable notice to all of the properties, books, contracts, documents and records with respect to the Company and the Subsidiaries and shall furnish to the Buyer and such Persons as the Buyer shall designate to the Sellers such information relating to the Company or any Subsidiary as the Buyer or such Persons may at any time and from time to time reasonably request. No investigation pursuant to this Section 6.7(a) shall affect any representation or warranty made by the Sellers to the Buyer hereunder or otherwise affect the indemnification obligations of the Sellers hereunder. (b) From and after the ClosingClosing Date, the Buyer (including, for the purpose of this Section 6.7(b)6.6, the Company Transferred Companies, the Subsidiaries and the Subsidiaries Business after the Closing) shall provide the Sellers and their professional advisors with reasonable access during normal business hours and upon reasonable prior notice to the Buyer’s books and records relating to the operation of the Company and Business before the Subsidiaries (i) in connection with the preparation of the Net Current Assets Statement contemplated by Section 1.4, (ii) Closing Date if reasonably required in connection with any litigationLitigation, investigation, tax any Tax audit, discovery any communications with taxing authorities or similar proceeding, or in the preparation of any Tax Returns, and . (iiib) as may be necessary in order to enable For a period of ten years after the Closing Date the Sellers and their Affiliates shall (i) provide the Buyer and its professional advisors with reasonable access during normal business hours and upon reasonable prior notice to investigate claims for Table of Contents indemnification under Article 10 or Article 11 the Sellers’ and their Affiliates’ books and records relating to exercise fully all rights they may have in connection with such claims. If any Seller shall reasonably request the assistance (including testimony) of employees operation of the Buyer, the Company or any of the Subsidiaries after Business before the Closing (or any successors thereto) Date if reasonably required in connection with any third-party litigationLitigation, investigation, tax any Tax audit, discoverythe preparation of any Tax Returns or the preparation of any financial statements that include the financial results of all or part of the Business for any period prior to the Closing and (ii) cooperate with and assist the Buyer and its professional advisors in connection with the preparation of any audited financial statements that include the financial results of all or part of the Business for any period prior to the Closing (including using commercially reasonable efforts to obtain accountants’ comfort and reliance letters and management representation letters). (c) Between the date hereof and the Closing, similar proceeding the Sellers shall, and shall cause the Companies to, afford the Buyer, its financing sources in connection with the Debt Financing and its professional advisors (collectively, the “Buyer Group”) reasonable access during normal business hours and upon reasonable prior notice to all of the properties, personnel, contracts and agreements, books and records of the Business and shall promptly deliver or claim against any Sellermake available to the Buyer information concerning the business, properties, assets and personnel of the Business as the Buyer may from time to time reasonably request. Prior to the Closing Date, the Buyer shall make such employees available for a reasonable period not have any direct or indirect contacts with any suppliers, customers or competitors of timethe Business regarding the Transaction or the Business without the prior consent of Parent or its representatives, which consent shall not be unreasonably withheld or delayed; provided, however, that all out-of-pocket costs Parent shall be borne deemed to have provided such consent with respect to any such supplier, customer or competitor if and to the extent that Xxxxxx Xxxxxx or the President of CSG expressly requests that the Buyer contact such supplier, customer or competitor. Notwithstanding the foregoing, Parent hereby agrees that between the date hereof and the Closing, the Lenders may contact up to five customers of the Business identified to Parent, as long as one or more representatives of each of the Buyer and Parent shall be present during any such contacts or meetings. The Sellers acknowledge and agree that the Buyer Group may have contact with the Buyer’s suppliers, customers and competitors in the ordinary course of the Buyer’s business and nothing herein shall restrict any such contact by any of the Seller Buyer Group; provided, however, that any such contact shall not relate to, or Sellers otherwise include, the Business or disclosure of the terms of the transactions contemplated by this Agreement. The Buyer shall hold, and shall cause its professional advisors to hold, all Confidential Information (as such term is defined in the Non-Disclosure Agreement) in confidence in accordance with the terms of the Non-Disclosure Agreement and, in the event of the termination of this Agreement for any reason, the Buyer promptly shall return all Confidential Information in accordance with the terms of the Non-Disclosure Agreement. (d) Between the date hereof and the Closing Date, within 20 days after the end of each calendar month beginning with the calendar month ending January 31, 2006, Parent shall furnish to the Buyer an unaudited monthly combined balance sheet of the Business (without giving effect to the Reorganization), for the month then ended and related statements of combined earnings, group equity and cash flows, in each case, prepared in accordance with GAAP, consistently applied during the periods involved, in a manner consistent with Parent’s Accounting Policies and in the same format as the Unaudited Financial Statements. Parent is not making any representation or warranty with respect to such requestinformation and shall have no liability for its contents, except in the case of Parent’s or its Affiliates’ gross negligence or willful misconduct.