Common use of Access to Information and Personnel Clause in Contracts

Access to Information and Personnel. 2.2.1. Sellers, their Affiliates, and their representatives and advisors will have access to (and the right to make and retain copies of) the documents, books and records and other information of the Companies (to the extent currently possessed by the Companies, and Companies shall authorize Sellers to seek or obtain, at Sellers’ expense, such documents, books, records and other information of Companies that are not currently possessed by Companies) and access (during normal business hours unless exigencies require otherwise) to the employees and other personnel of the Companies, in each case for purposes of consultation or otherwise to the extent appropriate in connection with the conduct of Cushion Gas Litigation. Buyer agrees to continue the Companies’ current practice of retaining all records potentially relevant to Cushion Gas Litigation and to preserve and cause each of the Companies to preserve all such records (including electronic information) for the term of this Agreement or for any longer period as may be required by law, but in any event for at least 6 years. At no cost or expense to Sellers other than actual out of pocket third party expenditures (which shall not include attorney’s fees) Buyer will provide, and will cause the Companies to provide, Sellers and their representatives and advisors with all accounting services, assistance, and access to accounting, operations, and all other books and records of the Companies, and appropriate personnel knowledgeable or involved in connection therewith, in each case to the extent appropriate to facilitate and assist Sellers in the exercise of their rights and authority and discharge of their responsibilities under this Article 2. Such cooperation by Buyer and the Companies will include making employees, professional consultants, officers and agents available for consultation, interview, deposition, assistance with other discovery, or testimony, making a corporate representative available for deposition or trial, and executing declarations and statements, settlement agreements, and other instruments as reasonably requested by Sellers that may be executed in good faith.

Access to Information and Personnel. 2.2.1. Sellers(a) From and after the Closing, their Affiliates, and their representatives and advisors will have access to Intrepid Potash shall grant (and shall cause its Affiliates to grant) to Intrepid Mining (or Intrepid Mining’s designees) access at all reasonable times to the right to make and retain copies of) the documents, books and records and other information of the Companies (to the extent currently possessed by the Companies, and Companies shall authorize Sellers to seek or obtain, at Sellers’ expense, such documents, books, records and other information of Companies that are not currently possessed by Companies) and access (during normal business hours unless exigencies require otherwise) to the employees and other personnel of the Companies, in each case for purposes of consultation or otherwise to the extent appropriate in connection with the conduct of Cushion Gas Litigation. Buyer agrees to continue the Companies’ current practice of retaining all records potentially relevant to Cushion Gas Litigation and to preserve and cause each of the Companies to preserve all such records (including electronic information) for the term of this Agreement or for any longer period as may be required by law, but in any event for at least 6 years. At no cost or expense to Sellers other than actual out of pocket third party expenditures (which shall not include attorney’s fees) Buyer will provide, and will cause the Companies to provide, Sellers and their representatives and advisors with all accounting services, assistance, and access to accounting, operationsof, and all other books information regarding, the ownership and records operation of Exchanged Assets (including the operations of the CompaniesSubsidiaries) and the Assumed Liabilities, which information is within the possession of Intrepid Potash or the Subsidiaries or their respective Affiliates (including work papers and correspondence with taxing authorities, but excluding work product of and attorney-client communications with any of Intrepid Potash’s legal counsel), and appropriate personnel knowledgeable shall afford Intrepid Mining (or involved in connection therewithIntrepid Mining’s designees) the right (at Intrepid Mining’s expense) to take extracts therefrom and to make copies thereof, in each case to the extent appropriate reasonably necessary to facilitate permit Intrepid Mining (or Intrepid Mining’s designees) to prepare Tax Returns, to conduct negotiations with Tax authorities, and assist Sellers in to implement the exercise provisions of, or to investigate or defend any claims between the parties arising under, this Agreement. (b) Notwithstanding any provision of their rights and authority and discharge this Agreement to the contrary, none of their responsibilities Intrepid Potash, any Affiliate or designee of Intrepid Potash, any of the Accountants, or any arbitrator or other person under this Article 2. Such cooperation by Buyer Agreement shall be entitled to any access to (or be permitted to extract or make copies of) any Tax Return or any other information regarding the Taxes or Tax Returns of any direct or indirect owner of Intrepid Mining. (c) Intrepid Potash will preserve and the Companies will include making employeesretain (or cause to be preserved and retained) all Tax Returns, professional consultantsschedules, officers and agents available for consultation, interview, deposition, assistance with other discovery, or testimony, making a corporate representative available for deposition or trial, and executing declarations and statements, settlement agreementswork papers, and other instruments as reasonably requested by Sellers documents relating to (i) any Tax Return of a Subsidiary, (ii) any Taxes with respect to the ownership or operation of the Exchanged Assets (including the operations of the Subsidiaries) or otherwise with respect to the Assumed Liabilities, or (iii) any Tax claims, audits, or other proceedings affecting the Exchanged Assets (including the operations of the Subsidiaries) or the Assumed Liabilities, until the later to occur of (x) the seventh anniversary of the Closing Date, (y) the expiration of the statute of limitations (including extensions) applicable to the taxable period to which such documents relate, or (iii) the final determination of any controversy with respect to such taxable period and the final determination of any payment that may be executed required with respect to such taxable period under this Agreement. (d) At Intrepid Mining’s request, Intrepid Potash shall provide reasonable access to its and its Affiliates’ (including the Subsidiaries’) personnel who have knowledge of the information described in good faiththis Section 7.5, and Intrepid Potash shall reasonably cooperate (and shall cause its Affiliates(including the Subsidiaries) to reasonably cooperate) with Intrepid Mining with respect to the matters covered by this Section 7.6.

Access to Information and Personnel. 2.2.1(a) From the date hereof until the Closing, upon reasonable notice, the Bally Entities shall cause each of their respective Affiliates and each of their respective Representatives to (i) afford Purchaser and its authorized Representatives reasonable access to the offices, properties and books and records with respect to the Business, (ii) furnish to the Representatives of Purchaser such additional environmental, financial and operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably request and (iii) afford Purchaser and its authorized Representatives reasonable access to the management, marketing personnel and senior-level consultants of the Business and the Facilities during normal business hours and for reasonable periods of time, individually and collectively; provided, however, that any such access or furnishing of information shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of the Sellers’ personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Business Owners shall not be required to disclose any information to Purchaser if such disclosure would, in the Sellers’ reasonable discretion, their Affiliates(i) cause significant competitive harm to the Business if the Transactions are not consummated; provided, however, that the Sellers’ shall provide such information to Dechert LLP subject to and in accordance with the Dechert NDA, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding Contract entered into prior to the date hereof. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers relating to the Business, for a period of seven years after the Closing, Purchaser shall (i) retain the books and records relating to the Business and the Company relating to periods prior to the Closing, and their representatives and advisors will have (ii) upon reasonable notice, afford the Representatives of the Sellers reasonable access to (and including the right to make and retain copies of) the documents, books and records and other information of the Companies (to the extent currently possessed by the Companies, and Companies shall authorize Sellers to seek or obtainmake, at the Sellers’ expense, such documentsphotocopies), books, records and other information of Companies that are not currently possessed by Companies) and access (during normal business hours unless exigencies require otherwisehours, to such books and records. (c) In order to facilitate the resolution of any claims made against or incurred by Purchaser or the Company relating to the employees Business, for a period of seven years after the Closing, the Sellers shall (i) retain the books and other personnel records in their possession as of the Companies, in each case for purposes of consultation or otherwise date hereof relating to the extent appropriate in connection with Business and the conduct of Cushion Gas Litigation. Buyer agrees Company relating to continue periods prior to the Companies’ current practice of retaining all records potentially relevant to Cushion Gas Litigation and to preserve and cause each of the Companies to preserve all such records (including electronic information) for the term of this Agreement or for any longer period as may be required by law, but in any event for at least 6 years. At no cost or expense to Sellers other than actual out of pocket third party expenditures (Closing which shall not include attorney’s fees) Buyer will provideotherwise have been delivered to Purchaser or the Company, and will cause (ii) upon reasonable notice, afford the Companies Representatives of Purchaser reasonable access (including the right to providemake, Sellers and their representatives and advisors with all accounting servicesat Purchaser’s expense, assistancephotocopies), and access during normal business hours, to accounting, operations, and all other such books and records of the Companies, and appropriate personnel knowledgeable or involved in connection therewith, in each case to the extent appropriate to facilitate and assist Sellers in the exercise of their rights and authority and discharge of their responsibilities under this Article 2. Such cooperation by Buyer and the Companies will include making employees, professional consultants, officers and agents available for consultation, interview, deposition, assistance with other discovery, or testimony, making a corporate representative available for deposition or trial, and executing declarations and statements, settlement agreements, and other instruments as reasonably requested by Sellers that may be executed in good faithrecords.

Access to Information and Personnel. 2.2.1. Sellers(a) From and after the Closing, their Affiliates, and their representatives and advisors will have access to Intrepid Potash shall grant (and shall cause its Affiliates to grant) to Intrepid Mining (or Intrepid Mining’s designees) access at all reasonable times to the right to make and retain copies of) the documents, books and records and other information of the Companies (to the extent currently possessed by the Companies, and Companies shall authorize Sellers to seek or obtain, at Sellers’ expense, such documents, books, records and other information of Companies that are not currently possessed by Companies) and access (during normal business hours unless exigencies require otherwise) to the employees and other personnel of the Companies, in each case for purposes of consultation or otherwise to the extent appropriate in connection with the conduct of Cushion Gas Litigation. Buyer agrees to continue the Companies’ current practice of retaining all records potentially relevant to Cushion Gas Litigation and to preserve and cause each of the Companies to preserve all such records (including electronic information) for the term of this Agreement or for any longer period as may be required by law, but in any event for at least 6 years. At no cost or expense to Sellers other than actual out of pocket third party expenditures (which shall not include attorney’s fees) Buyer will provide, and will cause the Companies to provide, Sellers and their representatives and advisors with all accounting services, assistance, and access to accounting, operationsof, and all other books information regarding, the ownership and records operation of Exchanged Assets (including the operations of the CompaniesSubsidiaries) and the Assumed Liabilities, which information is within the possession of Intrepid Potash or the Subsidiaries or their respective Affiliates (including work papers and correspondence with taxing authorities, but excluding work product of and attorney-client communications with any of Intrepid Potash’s legal counsel), and appropriate personnel knowledgeable shall afford Intrepid Mining (or involved in connection therewithIntrepid Mining’s designees) the right (at Intrepid Mining’s expense) to take extracts therefrom and to make copies thereof, in each case to the extent appropriate reasonably necessary to facilitate permit Intrepid Mining (or Intrepid Mining’s designees) to prepare Tax Returns, to conduct negotiations with Tax authorities, and assist Sellers in to implement the exercise provisions of, or to investigate or defend any claims between the parties arising under, this Agreement. (b) Notwithstanding any provision of their rights and authority and discharge this Agreement to the contrary, none of their responsibilities Intrepid Potash, any Affiliate or designee of Intrepid Potash, any of the Accountants, or any arbitrator or other person under this Article 2. Such cooperation by Buyer Agreement shall be entitled to any access to (or be permitted to extract or make copies of) any Tax Return or any other information regarding the Taxes or Tax Returns of any direct or indirect owner of Intrepid Mining. (c) Intrepid Potash will preserve and the Companies will include making employeesretain (or cause to be preserved and retained) all Tax Returns, professional consultantsschedules, officers and agents available for consultation, interview, deposition, assistance with other discovery, or testimony, making a corporate representative available for deposition or trial, and executing declarations and statements, settlement agreementswork papers, and other instruments as reasonably requested by Sellers documents relating to (i) any Tax Return of a Subsidiary, (ii) any Taxes with respect to the ownership or operation of the Exchanged Assets (including the operations of the Subsidiaries) or otherwise with respect to the Assumed Liabilities, or (iii) any Tax claims, audits, or other proceedings affecting the Exchanged Assets (including the operations of the Subsidiaries) or the Assumed Liabilities, until the later to occur of (x) the seventh anniversary of the Closing Date, (y) the expiration of the statute of limitations (including extensions) applicable to the taxable period to which such documents relate, or (iii) the final determination of any controversy with respect to such taxable period and the final determination of any payment that may be executed required with respect to such taxable period under this Agreement. (d) At Intrepid Mining’s request, Intrepid Potash shall provide reasonable access to its and its Affiliates’ (including the Subsidiaries’) personnel who have knowledge of the information described in good faiththis Section 7.5, and Intrepid Potash shall reasonably cooperate (and shall cause its Affiliates (including the Subsidiaries) to reasonably cooperate) with Intrepid Mining with respect to the matters covered by this Section 7.6.

Access to Information and Personnel. 2.2.1. SellersFrom the date hereof until the Closing, their AffiliatesSeller shall, and their representatives shall cause each member of the Company Group to: (a) afford Buyer and advisors will have its Representatives reasonable access to (and the right to make and retain copies of) inspect all of the documentsReal Property, properties, assets, premises, books and records records, Contracts and other information documents and data related to each member of the Companies Company Group; (to the extent currently possessed by the Companiesb) furnish Buyer and its Representatives with such financial, and Companies shall authorize Sellers to seek or obtain, at Sellers’ expense, such documents, books, records operating and other data and information of Companies that are not currently possessed by Companies) and access (during normal business hours unless exigencies require otherwise) related to the employees and other personnel each member of the Companies, Company Group as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the members of the Company Group to cooperate with Buyer in each case for purposes its investigation of consultation the Company Group and to do preliminary integration and transition planning. Any investigation or otherwise other activities pursuant to the extent appropriate this Section 5.2 shall be conducted in connection such manner as not to interfere unreasonably with the conduct of Cushion Gas Litigation. Buyer agrees to continue the Companies’ current practice of retaining all records potentially relevant to Cushion Gas Litigation and to preserve and cause each business of the Companies Company Group. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement. All requests by Buyer for access pursuant to preserve all this Section 5.2 shall be submitted or directed exclusively to Xxxxxxx X. Xxxxxxxx or such records other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any member of the Company Group shall be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (including electronic informationx) for cause significant competitive harm to any member of the term Company Group and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement or for any longer period as may be required by law, but in any event for at least 6 yearsAgreement. At no cost or expense all times prior to Sellers other than actual out of pocket third party expenditures (which shall not include attorney’s fees) Closing, Buyer will provideshall, and will shall cause its Representatives to, abide by the Companies to provide, Sellers and their representatives and advisors with all accounting services, assistance, and access to accounting, operations, and all other books and records terms of the Companies, and appropriate personnel knowledgeable Confidentiality Agreement with respect to any access or involved in connection therewith, in each case information provided pursuant to the extent appropriate to facilitate and assist Sellers in the exercise of their rights and authority and discharge of their responsibilities under this Article 2. Such cooperation by Buyer and the Companies will include making employees, professional consultants, officers and agents available for consultation, interview, deposition, assistance with other discovery, or testimony, making a corporate representative available for deposition or trial, and executing declarations and statements, settlement agreements, and other instruments as reasonably requested by Sellers that may be executed in good faithSection 5.2.