Common use of Access to Information and Inspection Clause in Contracts

Access to Information and Inspection. For purposes of facilitating the Transaction, at Parent’s reasonable request, Seller shall afford (a) the officers and employees and (b) the accountants, consultants, legal counsel, financial advisors, financing sources and agents and other Representatives of Purchaser such reasonable access during normal business hours, throughout the period prior to the earlier of the Closing Date and termination pursuant to Section 11.01, to Seller’s and the Companies’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, operating, environmental and other data and information regarding the Companies, to the extent in the possession of the Companies or their Subsidiaries, as Xxxx or Purchaser may reasonably request. Notwithstanding the foregoing, Seller shall not be required to provide access to or make available to any person any document or information that, in the reasonable judgment of Seller, (i) violates any of its obligations with respect to confidentiality, (ii) is subject to any attorney-client, work-product or other legal privilege, or (iii) the disclosure of which would violate any Law or legal duty (provided that Seller will use reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements); provided, further, that nothing herein shall authorize Xxxx, Purchaser or their Representatives to undertake any environmental testing or sampling at any of the properties owned, operated or leased by Seller or its Subsidiaries. Each of Xxxx and Purchaser agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 9.03 for any competitive or other purpose unrelated to the consummation of the Transaction. Each of Xxxx and Purchaser will use its commercially reasonable efforts to minimize any disruption to the businesses of Seller that may result from requests for access. Prior to the delivery of the Joinder, Parent shall use its reasonable best efforts, including enforcing Seller’s obligations under the Merger Agreement to the extent necessary, to cause Seller to comply with its obligations in this Section 9.03.

Access to Information and Inspection. For purposes of facilitating the Transaction, at Parent’s reasonable request, Seller shall afford (a) During the officers period from the date of the execution of this Agreement by both Parties through the Closing, Seller (i) shall give Buyer and employees its authorized Representatives access, during regular business hours and upon reasonable advance notice, to such, properties and Books and Records of the Company or its Affiliates as are necessary to allow Buyer and its authorized Representatives to make such investigation of the Business and the assets of the Company as they may reasonably request (including any records covered by clause (ii) of the definition of Books and Records) and (bii) shall cause officers of the accountants, consultants, legal counsel, Company or its Affiliates to furnish Buyer and its authorized Representatives with such financial advisors, financing sources and agents operating data and other Representatives of Purchaser such reasonable access during normal business hours, throughout the period prior information with respect to the earlier Business and the assets of the Closing Date Company as Buyer may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense and termination pursuant in such a manner as to Section 11.01not unreasonably interfere with the normal operations of the Company or such of its Affiliates, to and Buyer and its authorized Representatives shall not conduct any sampling, testing, boring, drilling or invasive investigation activities without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. The Company or its Affiliates shall have the right to have a Representative present at all times during any such inspections, interviews and the Companies’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant examinations. Notwithstanding anything to the requirements of applicable Laws and with such additional accountingcontrary in this Agreement, operatingSeller, environmental and other data and information regarding the Companies, to the extent in the possession of the Companies Company or their Subsidiaries, as Xxxx or Purchaser may reasonably request. Notwithstanding the foregoing, Seller its Affiliates shall not be required to provide access disclose any information to Buyer or make available to any person any document or information thatits Representatives if Seller determines, in the reasonable judgment of Sellerits sole discretion, acting reasonably, that (iA) violates any of its obligations with respect to confidentiality, (ii) is subject to such disclosure would jeopardize any attorney-client, work-product client or other legal privilege, (B) such disclosure would contravene any Applicable Law, fiduciary duty or a binding agreement entered into prior to the date hereof, (C) such information is pertinent to any litigation in which the Company or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties, (D) such information should not be disclosed due to its competitively sensitive nature or (iiiE) such information relates to any consolidated, combined or unitary Tax Return filed by Seller, the disclosure of which would violate any Law Company or legal duty (provided that Seller will use reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements); provided, further, that nothing herein shall authorize Xxxx, Purchaser or their Representatives to undertake any environmental testing or sampling at any of their Affiliates or any of their respective predecessor entities. Buyer hereby agrees to defend, indemnify and hold harmless each of the properties ownedSeller Indemnified Group from and against any and all Losses arising out of, operated resulting from or leased relating to any field visit, environmental property assessment, or other investigation activities or other due diligence activity conducted by Seller Buyer or any of its Representatives with respect to the Company or the Leased Real Property, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT BY ANY OF THE SELLER INDEMNIFIED GROUP, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON ACCOUNT OF VIOLATION OF LAW, THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ANY OF THE SELLER INDEMNIFIED GROUP. Notwithstanding anything to the contrary, nothing disclosed to Buyer or its Subsidiaries. Each of Xxxx and Purchaser agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to under this Section 9.03 7.2, nor any other investigation conducted by or on behalf of Buyer or its Affiliates, shall modify, amend or affect Buyer’s rights under this Agreement and the other documents contemplated by this Agreement and by the other Transaction Documents (including for any competitive or other purpose unrelated to the consummation purposes of the Transaction. Each of Xxxx Articles III and Purchaser will use its commercially reasonable efforts to minimize any disruption to the businesses of Seller that may result from requests for access. Prior to the delivery of the Joinder, Parent shall use its reasonable best efforts, including enforcing Seller’s obligations under the Merger Agreement to the extent necessary, to cause Seller to comply with its obligations in this Section 9.03IX).

Access to Information and Inspection. For purposes of facilitating the Transaction, at Parent’s reasonable request, Seller shall afford (a) During the officers period from the date of the execution of this Agreement by both Parties through the Closing, Seller (i) shall give Buyer and employees its authorized representatives access, during regular business hours and upon reasonable advance notice, to such, properties, facilities and Books and Records of the Company as are necessary to allow Buyer and its authorized representatives to make such investigation of the Business and the assets of the Company, including the Optional Real Estate Assets, as they may reasonably request and (bii) shall cause officers of the accountants, consultants, legal counsel, Company to furnish Buyer and its authorized representatives with such financial advisors, financing sources and agents operating data and other Representatives of Purchaser such reasonable access during normal business hours, throughout the period prior information with respect to the earlier Business and the assets of the Closing Date Company as Buyer may from time to time reasonably request including the information described on Section 7.2(a) of the Disclosure Schedule; provided, however, that any such access or furnishing of information shall be conducted in such a manner as not unreasonably to interfere with the normal operations of the Company. Notwithstanding anything in this Agreement to the contrary, any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and termination pursuant site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to Section 11.01perform or conduct any other sampling or testing at, in, on, or underneath any real property. The Company shall have the right to Seller’s have a representative present at all times during any such inspections, interviews and examinations. Notwithstanding anything to the contrary in this Agreement, Seller and the Companies’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, operating, environmental and other data and information regarding the Companies, to the extent in the possession of the Companies or their Subsidiaries, as Xxxx or Purchaser may reasonably request. Notwithstanding the foregoing, Seller Company shall not be required to provide access disclose any information to Buyer or make available its representatives if Seller determines, in its sole discretion, that (A) such disclosure would contravene any Applicable Law or a binding agreement entered into prior to the date hereof; provided that Seller shall furnish Buyer all relevant agreements and information related to the Optional Real Estate Assets, (B) such information is pertinent to any person litigation in which the Company or any document of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties, or (C) such information relates to any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates (other than the Company) or any of their respective predecessor entities; provided, that, in the reasonable judgment of Sellerconnection with this clause (C), (i) violates any of its obligations Seller shall in all events provide Buyer with respect to confidentiality, (ii) is subject to any attorney-client, work-product or other legal privilege, or (iii) the disclosure of which would violate any Law or legal duty (provided that Seller will use reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements); provided, further, that nothing herein shall authorize Xxxx, Purchaser or their Representatives to undertake any environmental testing or sampling at any of the properties owned, operated or leased by Seller or its Subsidiaries. Each of Xxxx and Purchaser agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 9.03 for any competitive or other purpose unrelated solely relating to the consummation of Company and the Transaction. Each of Xxxx and Purchaser will use its commercially reasonable efforts to minimize Business from any disruption to the businesses of Seller that may result from requests for access. Prior to the delivery of the Joindersuch consolidated, Parent shall use its reasonable best efforts, including enforcing Seller’s obligations under the Merger Agreement to the extent necessary, to cause Seller to comply with its obligations in this Section 9.03combined or unitary Tax Returns.