Common use of Access to Information and Records Clause in Contracts

Access to Information and Records. (a) During the period prior to the Closing, Company shall, and Sellers shall cause Company to, give Buyer and its counsel, accountants and other representatives: (i) access to all of the properties, books, records, contracts and documents of Company and its Subsidiaries for the purpose of such inspection, investigation and testing as Buyer deems reasonably appropriate (and Company and Sellers shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of Company and its Subsidiaries as Buyer may reasonably request); (ii) reasonable access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) reasonable access to vendors, customers and others having business dealings with Company or its Subsidiaries. (b) Each of the Sellers agrees that, following the Closing Date, it shall not, disclose to any Person not employed by Buyer or an Affiliate of Buyer or not engaged to render services to Buyer or an Affiliate of Buyer, or use for the benefit of itself or others, any confidential information or trade secrets of Company or its Subsidiaries; provided, however, that this Section 6.2(b) shall not preclude any Seller from use or disclosure of such information (i) if use or disclosure of such information is required by applicable Law, (ii) if use or disclosure of such information is required in connection with any bona fide claim against or involving such Seller or (iii) such information is readily ascertainable from public information; provided, further, that in the case of clauses (i) and (ii), the applicable Seller thereof shall provide Buyer, to the extent practicable, with adequate prior notice to allow Buyer to seek an appropriate protective order, and shall reasonably cooperate with Buyer in connection therewith.

Access to Information and Records. (a) During the period prior to the --------------------------------- Closing, Company shallSeller shall give Purchaser, and Sellers shall cause Company to, give Buyer and its counsel, accountants and other representatives: (i) representatives access during normal business hours to all of the properties, books, records, contracts and documents of Company Seller and its Subsidiaries for available work papers of Seller's independent accountants ("Seller's Accountants") and representatives of -------------------- Seller's Accountants, which access is necessary to review the purpose of such inspectionRecent GAAP Financial Statements and the GAAP Financial Statements, investigation and testing as Buyer deems reasonably appropriate (and Company and Sellers Seller shall furnish or cause to be furnished to Buyer Purchaser and its representatives all information with respect to the business and affairs of Company Seller as Purchaser may request. During the period prior to the Closing, Seller shall give Purchaser, its counsel, accountants and its Subsidiaries as Buyer may reasonably request); (ii) reasonable other representatives access to employees, agents and representatives for the purposes of such meetings and communications as Buyer Purchaser reasonably desires; , and with the prior consent of Seller in each instance (iii) reasonable which consent shall not be unreasonably withheld), access to vendors, customers and others having business dealings with Company or its Subsidiaries. (b) Each suppliers of Seller. Following the Sellers agrees thatClosing, following the Closing Date, it Seller shall not, disclose to any Person not employed by Buyer or an Affiliate of Buyer or not engaged to render services to Buyer or an Affiliate of Buyer, or use for the benefit of itself or others, any confidential information or trade secrets of Company or its Subsidiaries; provided, however, that this Section 6.2(b) shall not preclude any Seller from use or disclosure of such information (i) maintain the books, records, contracts and documents of Seller, as the case may be, among the Excluded Assets for not less than five years (and longer if use or disclosure of such information is required by applicable Law, (ii) if use or disclosure of such information is required in connection with any bona fide claim against or involving such Seller or (iii) such information is readily ascertainable from public information; provided, further, that in the case of clauses (ilaw) and (ii)) give Purchaser, its counsel, accountants and other representatives access during normal business hours to all such books, records, contracts and documents of Seller among the applicable Seller thereof Excluded Assets as Purchaser shall provide Buyerreasonably request. The Seller, at its own expense, shall cause its books and records to conform to GAAP for the engineering/construction industry prior to the extent practicable, with adequate prior notice to allow Buyer to seek an appropriate protective order, and shall reasonably cooperate with Buyer review by Purchaser as described in connection therewith.this Section 6.1. -----------

Access to Information and Records. (a) During the period prior to the Closing, Company shall, and the Sellers shall cause Company tothe Corporations to give Purchaser, give Buyer and its counsel, accountants and other representatives: representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of Company and its Subsidiaries the Corporations for the purpose of such inspection, investigation and testing as Buyer Purchaser deems reasonably appropriate (and Company and Sellers the Corporations shall furnish or cause to be furnished to Buyer Purchaser and its representatives all information with respect to the business and affairs of Company and its Subsidiaries the Corporations as Buyer Purchaser may reasonably request); (ii) reasonable access to employees, agents and representatives for the purposes of such meetings and communications as Buyer Purchaser reasonably desires; and (iii) reasonable with the prior consent of the Corporations in each instance (which consent shall not be unreasonably withheld), access to vendors, customers customers, dealers, manufacturers of its machinery and equipment, and others having business dealings with Company or its Subsidiaries. (b) Each of the Sellers agrees thatCorporations. Without limiting the foregoing, following the Closing Date, it Corporations shall not, disclose give Purchaser access to any Person not employed by Buyer or an Affiliate of Buyer or not engaged to render services to Buyer or an Affiliate of Buyer, or use all Owned Realty for the benefit purposes of itself or othersobtaining, any confidential information or trade secrets at Purchaser's expense, title insurance commitments for, and surveys of, the Owned Realty, and for the purpose of Company or its Subsidiariesperforming a Phase II environmental investigation; provided, however, that no such access shall be permitted without the prior consent of the affected Corporation (which consent shall not be unreasonably withheld) and such access shall be conducted in such a manner as to avoid disruption of the ordinary business operation of the Corporations. Ocelot shall provide the title insurance company for such title insurance commitments with such nonimputation indemnities as the title insurance company may request for purposes of Purchaser obtaining a nonimputation endorsement. If Purchaser or the Corporations reasonably determine, with the advice of legal counsel, that the provision of any information under this Section 6.2(b) 5.18 is reasonably likely to result in a violation of any law, rule or regulation applicable to the Corporations or Purchaser, then Purchaser shall be entitled to have a mutually agreeable third party (which agreement shall not preclude any Seller from use or disclosure of be unreasonably withheld) review such information (i) if use or disclosure of such information is required by applicable Lawin accordance with procedures to which the parties mutually agree, (ii) if use or disclosure of such information is required in connection with any bona fide claim against or involving such Seller or (iii) such information is readily ascertainable from public information; provided, further, that in the case of clauses (i) and (ii), the applicable Seller thereof which agreement shall provide Buyer, to the extent practicable, with adequate prior notice to allow Buyer to seek an appropriate protective order, and shall reasonably cooperate with Buyer in connection therewithnot be unreasonably withheld.

Access to Information and Records. (a) During the period prior to the Closing, the Company shall, and Sellers Seller shall cause the Company to, give Buyer and its counsel, accountants and other representatives: (i) access to all of the properties, books, records, contracts and documents of the Company and its the Company Subsidiaries for the purpose of such inspection, investigation and testing as Buyer deems reasonably appropriate (and the Company and Sellers Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Company and its the Company Subsidiaries as Buyer may reasonably request); (ii) reasonable access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desiresrequests; and (iii) reasonable access to vendors, customers and others having business dealings with the Company or its the Company Subsidiaries. (b) Each of the Sellers Seller agrees that, following the Closing Date, it shall not, not disclose to any Person not employed by Buyer or an Affiliate of Buyer or not engaged to render services to Buyer or an Affiliate of Buyer, or use for the benefit of itself or others, any confidential information or trade secrets of the Company or its the Company Subsidiaries; provided, however, that this Section 6.2(b) shall not preclude any Seller from use or disclosure of such information (i) if use or disclosure of such information is required by applicable Law, (ii) if use or disclosure of such information is required in connection with any bona fide claim against or involving such Seller or (iii) such information is readily ascertainable from public information; provided, further, that in the case of clauses (i) and (ii), the applicable Seller thereof shall provide Buyer, to the extent practicable, with adequate prior notice to allow Buyer to seek an appropriate protective order, and shall reasonably cooperate with Buyer in connection therewith.

Access to Information and Records. (a) During the period At or prior to the ClosingClosing Date, Company shall, and Sellers shall cause Company to, give Buyer and its counselfinancing sources shall be entitled, accountants through their respective representatives and other representatives: (i) access agents, to all make such investigation of the assets, properties, business and operations of the Company and its Subsidiaries and such examination of the books, records, contracts Tax Returns, financial condition and documents operations of Company and its Subsidiaries for the purpose of such inspection, investigation and testing as Buyer deems reasonably appropriate (and Company and Sellers shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of Company and its Subsidiaries as Buyer or its financing sources may reasonably request); (ii) . Any such investigation and examination shall be conducted at reasonable access times and under reasonable circumstances and the Company and Sellers shall cooperate fully therein, including with respect to all communications with the Company's customers, suppliers and lenders with Company's prior written consent. No investigation by Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Sellers under this Agreement. In order that Buyer and its financing sources may have full opportunity to make such a business, accounting and legal review, examination or investigation as it or they may wish of the business and affairs of the Company and its Subsidiaries, the Company shall furnish the representatives of Buyer and its financing sources during such period with all such information and copies of such documents concerning the affairs of the Company and its Subsidiaries as such representatives may reasonably request and cause its officers, employees, agents consultants, agents, accountants and attorneys to cooperate fully with such representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) reasonable access to vendors, customers and others having business dealings with Company or its Subsidiaries. (b) Each of the Sellers agrees that, following the Closing Date, it shall not, disclose to any Person not employed by Buyer or an Affiliate of Buyer or not engaged to render services to Buyer or an Affiliate of Buyer, or use for the benefit of itself or others, any confidential information or trade secrets of Company or its Subsidiaries; provided, however, that this Section 6.2(b) shall not preclude any Seller from use or disclosure of such information (i) if use or disclosure of such information is required by applicable Law, (ii) if use or disclosure of such information is required in connection with such review and examination and to make full disclosure to Buyer and its financing sources of all material facts affecting the financial condition and business operations of the Company and its Subsidiaries. Until the Closing and if the Closing shall not occur, thereafter, Buyer and its Affiliates and financing sources shall keep confidential and shall not use in any bona fide claim against manner inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, Buyer and its Affiliates and financing sources shall not disclose, nor use for their own benefit, any information or involving such Seller or documents obtained from the Company concerning its assets, properties, business and operations, unless (iiia) such information is readily ascertainable from public or published information; provided, furtheror trade sources, that in (b) already known or subsequently developed by Buyer independently of any investigation of the case of clauses Sellers or Company, (ic) and (ii), the applicable Seller thereof shall provide Buyer, received from a third party not under an obligation to the extent Sellers or Company to keep such information confidential or (d) required by any law or order. In the event this transaction does not close for any reason, Buyer and its Affiliates and financing sources shall return or destroy all such confidential information and compilations thereof as is practicable. Buyer shall cause its officers, directors, agents and advisors to comply with adequate prior notice to allow Buyer to seek an appropriate protective order, and shall reasonably cooperate with Buyer in connection therewiththe provisions of this Section 5.1.

Access to Information and Records. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Seller is a party (ain which case the Seller shall use all commercially reasonable efforts to provide acceptable alternative arrangements, not in violation of such agreement or arrangement, for disclosure to Ciprico or its advisors) During or pursuant to applicable law, Seller shall afford to Ciprico and to Ciprico’s accountants, officers, directors, employees, counsel, and other representatives reasonable access during normal business hours upon reasonable prior notice, and in a manner non-disruptive to Seller’s conduct of the period prior to Business, from the date hereof through the Closing, Company shall, and Sellers shall cause Company to, give Buyer and its counsel, accountants and other representatives: (i) access to all of the properties, books, recordsdata, contracts contracts, commitments, and documents records of Company and its Subsidiaries for the purpose of Seller, and, during such inspectionperiod, investigation and testing as Buyer deems reasonably appropriate (and Company and Sellers Seller shall furnish or cause promptly to be furnished to Buyer and its representatives Ciprico all information concerning Seller’s prospects, properties, liabilities, results of operations, financial condition, product evaluations and testing, pilot studies, data and studies and evaluations, regulatory compliance, officers, employees, consultants, distributors, customers, suppliers, and others having dealings with respect Seller as Ciprico may reasonably request and reasonable opportunity to the business contact and affairs of Company obtain information from such officers, employees, investigators, consultants, distributors, customers, suppliers, and its Subsidiaries others having dealings with Seller as Buyer Ciprico may reasonably request). Seller’s obligation to afford access and provide information pursuant to the preceding sentence shall include, without limitation: (i) access of Ciprico to the electronic version of Seller’s product design dossier; and (ii) reasonable such access and information as Ciprico shall deem necessary to employeesenable Ciprico, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) reasonable access or a third party designated by Ciprico, to vendors, customers and others having business dealings with Company or its Subsidiaries. (b) Each conduct a full audit of the Sellers agrees thatSeller’s product performance and quality results, following manufacturing scale-up, and related performance, manufacturing, and compliance matters concerning products and services of the Closing DateBusiness. During the period from the date hereof to the Closing, it the parties shall notin good faith meet and correspond on a regular basis for mutual consultation concerning the conduct of the Business and, disclose in connection therewith, Ciprico shall be entitled to any Person not employed by Buyer or an Affiliate be kept informed concerning, operations and planning of Buyer or not engaged to render services to Buyer or an Affiliate of Buyer, or use for the benefit of itself or others, any confidential information or trade secrets of Company or its SubsidiariesSeller; provided, however, that if the Closing does not occur, then Ciprico shall immediately return to the Seller, or destroy at Seller’s request, all of such information. All information provided under this Section 6.2(b) 5.5 shall not preclude any Seller from use or disclosure of such information (i) if use or disclosure of such information is required by applicable Lawbe kept confidential in accordance with the terms hereof, (ii) if use or disclosure of such information is required in connection with any bona fide claim against or involving such Seller or (iii) such information is readily ascertainable from public information; providedincluding, furtherwithout limitation, that in the case of clauses (i) and (ii), the applicable Seller thereof shall provide Buyer, to the extent practicable, with adequate prior notice to allow Buyer to seek an appropriate protective order, and shall reasonably cooperate with Buyer in connection therewithSection 12.14.