Common use of Access to Information and the Real Property Clause in Contracts

Access to Information and the Real Property. (a) Upon reasonable notice, subject to applicable Laws, including Gaming Laws, Seller shall afford Buyer’s Representatives reasonable access, during normal business hours during the Escrow Period, to the Business and to its personnel, properties, Contracts and Books and Records (collectively, the “Inspection”) (including without limitation copies of Contracts, Licenses and other books and records of Seller) concerning business at the Casino, the Assets as Buyer or any of its Representatives reasonably may request in connection with such investigation. Among its rights under this Section 7.3, Buyer shall have the right to inspect, and take a physical count of, the Inventory. Following the execution of this Agreement and at any time after reasonable advance notice by Buyer or its Representatives to Seller, Buyer shall be granted full access to the Employees and such other Representatives of Seller who have any responsibility for the conduct of the operations at the Casino as shall be deemed reasonably necessary by Buyer to complete the transactions described in this Agreement; provided that (i) Cxxx Xxxxxxx, shall be the Seller representative present at all meeting with the Employees (unless Seller waives such requirement) and (ii) prior to such meetings, Buyer and Seller shall have agreed as to the scope and content of any and all matters to be addressed with the Employees. (b) At any reasonable time during the Escrow Period and with prior notification to Seller, Buyer, its agents and Representatives shall be entitled to enter onto the Real Property to perform inspections and tests of the Real Property, including all structural and mechanical systems. Buyer agrees: (i) to promptly restore the Real Property to its condition prior to the making of any tests and inspections, (ii) to conduct its investigations in a manner which will not disrupt Seller’s business operations at the Real Property, (iii) not to perform, prior to Closing, any drilling or other invasive testing at the Real Property without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, and (iv) to coordinate its investigations, prior to Closing, with Seller, and to use Buyer's reasonable efforts to provide Seller with advance notice of any on-site investigation in order to afford Seller an opportunity to have a Representative present during such on-site investigation. Buyer shall provide evidence of insurance to Seller covering such activities of Buyer and its consultants, shall keep the Real Property free of all liens or claims resulting from such activities and shall indemnify and hold Seller harmless from any liabilities or damages resulting from such activities. (c) During the ten (10) calendar day period following the Closing, as set forth in Section 1.5, upon reasonable notice, Buyer shall (and shall cause its Representatives, to) provide Seller and its Affiliates and Representatives with reasonable access and duplicating rights, during normal business hours, to all of Buyer’s personnel, properties, books, Contracts, commitments and records included in or related to the Assets and shall cooperate with Seller, as reasonably necessary for Seller to pursue any Proceeding relating to any claims in connection with this Agreement and the transactions contemplated hereby, including any Proceeding related to the Excluded Assets.

Access to Information and the Real Property. (a) Upon reasonable advance notice, subject to applicable LawsLaw, including Antitrust Laws and Gaming Laws, and subject to Section 6.11 hereof, Seller shall, and shall cause the Company to, and the Company agrees to, afford Buyer’s 's Representatives reasonable access, during normal business hours during the Escrow Periodperiod from the date of this Agreement to the Closing, to the Business and the Real Property and to its personnelthe books and records relating to the Company (including Company Benefit Plans, propertiesinsurance records, Contracts Tax Returns and Books Contracts, but expressly excluding customer names, addresses or contact information and Records any other customer-identifying information contained in any other information requested by Buyer) and, during such period, Seller shall furnish promptly to Buyer all information concerning the operation of the Company, the Real Property and the Employees as Buyer may reasonably request (collectively, the “"Inspection”"); provided, however, that (i) Buyer shall provide Seller and the Company with at least forty-eight (including 48) hours' prior notice of any Inspection, (ii) Buyer's Representatives shall not be entitled to perform any physical testing of any nature with respect to any portion of the Real Property without limitation copies Seller's prior written consent; provided, however, that Buyer may, at its sole expense, have Buyer's environmental consulting firm conduct a new Phase I review of Contractsthe Real Property without Seller's prior written consent and if, Licenses based on such Phase I review, such environmental consulting firm recommends physical testing pursuant to a Phase II review, Seller shall cause the Company, and other books the Company shall permit Buyer, to conduct, at Buyer's sole expense, the testing recommended, with representatives of the Company and records Seller present to observe such testing, (iii) Buyer shall not unduly interfere with the operation of Seller) concerning business the Business conducted at the CasinoReal Property, and (iv) Buyer shall, at its sole cost and expense, (A) promptly repair any damage to the Real Property or any other property owned by a Person other than Buyer arising from or caused by the actions of Buyer or Buyer's Representatives during such Inspection, (B) restore the Real Property or such other third party property to substantially the same condition as existed prior to such Inspection, and (C) indemnify, defend and hold harmless ROC, RHC, the Assets Company and their respective Affiliates from and against any personal injury or property Damages incurred by any of them directly arising or resulting from the actions of Buyer or Buyer's Representatives during such Inspection, but excluding any personal injury or property Damages arising or resulting from the presence of any Hazardous Materials at, on or under the Real Property, regardless of whether the actions of Buyer or Buyer's Representatives cause, contribute to, or exacerbate a Release of such Hazardous Materials. Seller and the Company shall cooperate with Buyer's environmental consultant, including, without limitation, completing and executing any documents or questionnaires requested by such consultant as a condition to issuance of any environmental reports and assessments prepared on behalf of Buyer. Neither Parent, Buyer or any of its Buyer's Representatives reasonably may request shall, prior to the Closing Date, communicate directly with any partner, lender, lessor, vendor, customer, supplier, employee or consultant of the Company with respect to the Company, the Real Property or the Employees, except in connection consultation with such investigationthe Company and then only with the express prior approval of the Company. Among its rights under this Section 7.3All requests by Parent or Buyer for access or information shall be submitted or directed exclusively to Nxxxxxxx Xxxxxxx, Buyer shall have the right upon reasonable prior notice to inspectROC's President and Chief Executive Officer, Axxx Xxxx, and take in a physical count ofmanner that reasonably minimizes the interference with Mx. Xxxxxxx'x performance of his duties to the Company and the disruption to the Company's business activities. Buyer and Parent shall each hold, the Inventory. Following the execution of this Agreement and at any time after reasonable advance notice by Buyer or cause its Representatives to Sellerhold, Buyer any non-public information furnished to it by the Company or Buyer, respectively, or their respective Affiliates or Representatives in confidence in accordance with the confidentiality agreement, dated April 11, 2011, by and between ROC and Monarch Casino & Resort, Inc. (the "Confidentiality Agreement"). The Confidentiality Agreement shall be granted full access to the Employees and such other Representatives of Seller who have any responsibility for the conduct of the operations expressly terminate at the Casino as shall be deemed reasonably necessary by Buyer to complete the transactions described in this Agreement; provided that (i) Cxxx Xxxxxxx, shall be the Seller representative present at all meeting with the Employees (unless Seller waives such requirement) and (ii) prior to such meetings, Buyer and Seller shall have agreed as to the scope and content of any and all matters to be addressed with the EmployeesClosing. (b) At any reasonable time during Following the Escrow Period and with prior notification to SellerClosing, Buyer, its agents and Representatives for so long as such information is retained by Buyer or the Company (which shall be entitled for a period of at least six (6) years), Buyer and the Company shall permit Seller and its authorized representatives to enter onto have reasonable access and duplication rights during normal business hours, upon reasonable prior notice to Buyer or the Real Property Company, to perform inspections the books, records and tests of personnel relating to the Real PropertyCompany with respect to the period prior to the Closing, including all structural and mechanical systems. Buyer agrees: to the extent that such access may be reasonably required in connection with (i) to promptly restore the Real Property to its condition prior to the making preparation of any tests and inspectionsTax Return or accounting records or with any audits relating to ROC, RHC or the Company, (ii) any suit, claim, action, proceeding or investigation relating to conduct its investigations in a manner which will not disrupt Seller’s business operations at ROC, RHC or the Real PropertyCompany, (iii) not to performany regulatory filing or matter, prior to Closing, any drilling or other invasive testing at the Real Property without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, and (iv) to coordinate its investigations, prior to Closing, with any other valid legal or business purpose of Seller, and to use Buyer's reasonable efforts to provide Seller with advance notice of any on-site investigation in order to afford Seller an opportunity to have a Representative present during such on-site investigation. Buyer shall provide evidence of insurance to Seller covering such activities of Buyer and its consultants, shall keep the Real Property free of all liens or claims resulting from such activities and shall indemnify and hold Seller harmless from any liabilities or damages resulting from such activities. (c) During the ten (10) calendar day period following Following the Closing, for so long as set forth in Section 1.5such information is retained by Seller (which shall be for a period of at least six (6) years), Seller shall permit Buyer, Parent and the Company and their respective authorized representatives to have reasonable access and duplication rights during normal business hours, upon reasonable noticeprior notice to Seller, to the books, records and personnel relating to the Company with respect to the period prior to the Closing, to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return or accounting records or with any audits relating to the Company, Buyer or Parent, (ii) any suit, claim, action, proceeding or investigation relating to the Company, Buyer or Parent, (iii) any regulatory filing or matter, or (iv) any other valid legal or business purpose of the Company, Buyer or Parent. (d) Following the Closing and subject to applicable Law, upon a Party's reasonable request, the Parties shall provide each other with copies of documents of Seller and its Affiliates or Buyer and its Affiliates, as applicable, to which the requesting Party in good faith determines is reasonably likely to need access in connection with any claim or the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any claim, suit, action, proceeding or investigation by or against it or any of its Affiliates, in each case, to the extent related to the Company or the Business; provided, however, that Seller shall not be required to provide Buyer and its Affiliates access to any documents relating to claims by or involving Seller, or in the event that producing copies of such documents to Buyer and its Affiliates will result in a conflict of interest with Seller and its Affiliates, as determined in good faith by Seller, except pursuant to civil process; provided, further, that neither Parent nor Buyer shall cause its Representatives, to) be required to provide Seller and its Affiliates access to any documents relating to claims by or involving Parent or Buyer, or in the event that producing copies of such documents to Seller and Representatives its Affiliates will result in a conflict of interest with reasonable access and duplicating rightsParent, during normal business hours, to all of Buyer’s personnel, properties, books, Contracts, commitments and records included in Buyer or related to the Assets and shall cooperate with Sellertheir respective Affiliates, as reasonably necessary for Seller determined in good faith by Parent or Buyer, as applicable, except pursuant to pursue any Proceeding relating to any claims in connection with this Agreement and the transactions contemplated hereby, including any Proceeding related to the Excluded Assetscivil process.

Access to Information and the Real Property. (a) Upon reasonable advance notice, subject to applicable LawsLaw, including Antitrust Laws and Gaming Laws, and subject to Section 6.11 hereof, Seller shall, and shall cause the Company to, and the Company agrees to, afford Buyer’s Representatives reasonable access, during normal business hours during the Escrow Periodperiod from the date of this Agreement to the Closing, to the Business and the Real Property and to its personnelthe books and records relating to the Company (including Company Benefit Plans, propertiesinsurance records, Contracts Tax Returns and Books Contracts, but expressly excluding customer names, addresses or contact information and Records any other customer-identifying information contained in any other information requested by Buyer) and, during such period, Seller shall furnish promptly to Buyer all information concerning the operation of the Company, the Real Property and the Employees as Buyer may reasonably request (collectively, the “Inspection”); provided, however, that (i) Buyer shall provide Seller and the Company with at least forty-eight (including 48) hours’ prior notice of any Inspection, (ii) Buyer’s Representatives shall not be entitled to perform any physical testing of any nature with respect to any portion of the Real Property without limitation copies Seller’s prior written consent; provided, however, that Buyer may, at its sole expense, have Buyer’s environmental consulting firm conduct a new Phase I review of Contractsthe Real Property without Seller’s prior written consent and if, Licenses based on such Phase I review, such environmental consulting firm recommends physical testing pursuant to a Phase II review, Seller shall cause the Company, and other books the Company shall permit Buyer, to conduct, at Buyer’s sole expense, the testing recommended, with representatives of the Company and records Seller present to observe such testing, (iii) Buyer shall not unduly interfere with the operation of Seller) concerning business the Business conducted at the CasinoReal Property, and (iv) Buyer shall, at its sole cost and expense, (A) promptly repair any damage to the Real Property or any other property owned by a Person other than Buyer arising from or caused by the actions of Buyer or Buyer’s Representatives during such Inspection, (B) restore the Real Property or such other third party property to substantially the same condition as existed prior to such Inspection, and (C) indemnify, defend and hold harmless ROC, RHC, the Assets Company and their respective Affiliates from and against any personal injury or property Damages incurred by any of them directly arising or resulting from the actions of Buyer or Buyer’s Representatives during such Inspection, but excluding any personal injury or property Damages arising or resulting from the presence of any Hazardous Materials at, on or under the Real Property, regardless of whether the actions of Buyer or Buyer’s Representatives cause, contribute to, or exacerbate a Release of such Hazardous Materials. Seller and the Company shall cooperate with Buyer’s environmental consultant, including, without limitation, completing and executing any documents or questionnaires requested by such consultant as a condition to issuance of any environmental reports and assessments prepared on behalf of Buyer. Neither Parent, Buyer or any of its Buyer’s Representatives reasonably may request shall, prior to the Closing Date, communicate directly with any partner, lender, lessor, vendor, customer, supplier, employee or consultant of the Company with respect to the Company, the Real Property or the Employees, except in connection consultation with such investigationthe Company and then only with the express prior approval of the Company. Among its rights under this Section 7.3All requests by Parent or Buyer for access or information shall be submitted or directed exclusively to Xxxxxxxx Xxxxxxx, Buyer shall have the right upon reasonable prior notice to inspectROC’s President and Chief Executive Officer, Xxxx Xxxx, and take in a physical count ofmanner that reasonably minimizes the interference with Xx. Xxxxxxx’x performance of his duties to the Company and the disruption to the Company’s business activities. Buyer and Parent shall each hold, the Inventory. Following the execution of this Agreement and at any time after reasonable advance notice by Buyer or cause its Representatives to Sellerhold, Buyer any non-public information furnished to it by the Company or Buyer, respectively, or their respective Affiliates or Representatives in confidence in accordance with the confidentiality agreement, dated April 11, 2011, by and between ROC and Monarch Casino & Resort, Inc. (the “Confidentiality Agreement”). The Confidentiality Agreement shall be granted full access to the Employees and such other Representatives of Seller who have any responsibility for the conduct of the operations expressly terminate at the Casino as shall be deemed reasonably necessary by Buyer to complete the transactions described in this Agreement; provided that (i) Cxxx Xxxxxxx, shall be the Seller representative present at all meeting with the Employees (unless Seller waives such requirement) and (ii) prior to such meetings, Buyer and Seller shall have agreed as to the scope and content of any and all matters to be addressed with the EmployeesClosing. (b) At any reasonable time during Following the Escrow Period and with prior notification to SellerClosing, Buyer, its agents and Representatives for so long as such information is retained by Buyer or the Company (which shall be entitled for a period of at least six (6) years), Buyer and the Company shall permit Seller and its authorized representatives to enter onto have reasonable access and duplication rights during normal business hours, upon reasonable prior notice to Buyer or the Real Property Company, to perform inspections the books, records and tests of personnel relating to the Real PropertyCompany with respect to the period prior to the Closing, including all structural and mechanical systems. Buyer agrees: to the extent that such access may be reasonably required in connection with (i) to promptly restore the Real Property to its condition prior to the making preparation of any tests and inspectionsTax Return or accounting records or with any audits relating to ROC, RHC or the Company, (ii) any suit, claim, action, proceeding or investigation relating to conduct its investigations in a manner which will not disrupt Seller’s business operations at ROC, RHC or the Real PropertyCompany, (iii) not to performany regulatory filing or matter, prior to Closing, any drilling or other invasive testing at the Real Property without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, and (iv) to coordinate its investigations, prior to Closing, with any other valid legal or business purpose of Seller, and to use Buyer's reasonable efforts to provide Seller with advance notice of any on-site investigation in order to afford Seller an opportunity to have a Representative present during such on-site investigation. Buyer shall provide evidence of insurance to Seller covering such activities of Buyer and its consultants, shall keep the Real Property free of all liens or claims resulting from such activities and shall indemnify and hold Seller harmless from any liabilities or damages resulting from such activities. (c) During the ten (10) calendar day period following Following the Closing, for so long as set forth in Section 1.5such information is retained by Seller (which shall be for a period of at least six (6) years), Seller shall permit Buyer, Parent and the Company and their respective authorized representatives to have reasonable access and duplication rights during normal business hours, upon reasonable noticeprior notice to Seller, to the books, records and personnel relating to the Company with respect to the period prior to the Closing, to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return or accounting records or with any audits relating to the Company, Buyer or Parent, (ii) any suit, claim, action, proceeding or investigation relating to the Company, Buyer or Parent, (iii) any regulatory filing or matter, or (iv) any other valid legal or business purpose of the Company, Buyer or Parent. (d) Following the Closing and subject to applicable Law, upon a Party’s reasonable request, the Parties shall provide each other with copies of documents of Seller and its Affiliates or Buyer and its Affiliates, as applicable, to which the requesting Party in good faith determines is reasonably likely to need access in connection with any claim or the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any claim, suit, action, proceeding or investigation by or against it or any of its Affiliates, in each case, to the extent related to the Company or the Business; provided, however, that Seller shall not be required to provide Buyer and its Affiliates access to any documents relating to claims by or involving Seller, or in the event that producing copies of such documents to Buyer and its Affiliates will result in a conflict of interest with Seller and its Affiliates, as determined in good faith by Seller, except pursuant to civil process; provided, further, that neither Parent nor Buyer shall cause its Representatives, to) be required to provide Seller and its Affiliates access to any documents relating to claims by or involving Parent or Buyer, or in the event that producing copies of such documents to Seller and Representatives its Affiliates will result in a conflict of interest with reasonable access and duplicating rightsParent, during normal business hours, to all of Buyer’s personnel, properties, books, Contracts, commitments and records included in Buyer or related to the Assets and shall cooperate with Sellertheir respective Affiliates, as reasonably necessary for Seller determined in good faith by Parent or Buyer, as applicable, except pursuant to pursue any Proceeding relating to any claims in connection with this Agreement and the transactions contemplated hereby, including any Proceeding related to the Excluded Assetscivil process.

Access to Information and the Real Property. (a) Upon reasonable advance notice, subject to applicable LawsLaw, including Antitrust Laws and Gaming Laws, and subject to Section 6.11 hereof, Seller shall, and shall cause the Company to, and the Company agrees to, afford Buyer’s Representatives reasonable access, during normal business hours during the Escrow Periodperiod from the date of this Agreement to the Closing, to the Business and the Real Property and to its personnelthe books and records relating to the Company (including Company Benefit Plans, propertiesinsurance records, Contracts Tax Returns and Books Contracts, but expressly excluding customer names, addresses or contact information and Records any other customer-identifying information contained in any other information requested by Buyer) for the purpose of conducting such inspections, tests, reviews and investigations as Buyer shall deem necessary, including, but not limited to surveys, appraisals, environmental site assessments, and title investigations, and, during such period, Seller shall furnish promptly to Buyer all information concerning the operation of the Company, the Real Property and the Employees as Buyer may reasonably request (collectively, the “Inspection”) (including without limitation copies of Contracts); provided, Licenses and other books and records of Seller) concerning business at the Casinohowever, the Assets as Buyer or any of its Representatives reasonably may request in connection with such investigation. Among its rights under this Section 7.3, Buyer shall have the right to inspect, and take a physical count of, the Inventory. Following the execution of this Agreement and at any time after reasonable advance notice by Buyer or its Representatives to Seller, Buyer shall be granted full access to the Employees and such other Representatives of Seller who have any responsibility for the conduct of the operations at the Casino as shall be deemed reasonably necessary by Buyer to complete the transactions described in this Agreement; provided that (i) Cxxx XxxxxxxBuyer shall provide Seller and the Company with at least forty-eight (48) hours’ prior notice of any Inspection, shall be the Seller representative present at all meeting with the Employees (unless Seller waives such requirement) and (ii) Buyer’s Representatives shall not be entitled to perform any physical testing of any nature with respect to any portion of the Real Property without Seller’s prior written consent; provided, however, that Buyer may, at its sole expense, have Buyer’s environmental consulting firm conduct a new Phase I review of the Real Property without Seller’s prior written consent and if, based on such Phase I review, such environmental consulting firm recommends physical testing pursuant to a Phase II review, Seller shall cause the Company, and the Company shall permit Buyer, to conduct, at Buyer’s sole expense, the testing recommended, with representatives of the Company and Seller present to observe such testing, (iii) Buyer shall not unduly interfere with the operation of the Business conducted at the Real Property, and (iv) Buyer shall, at its sole cost and expense, (A) promptly repair any damage to the Real Property or any other property owned by a Person other than Buyer arising from or caused by the actions of Buyer or Buyer’s Representatives during such Inspection, (B) restore the Real Property or such other third party property to substantially the same condition as existed prior to such meetingsInspection, and (C) indemnify, defend and hold harmless Seller, the Company and their respective Affiliates from and against any personal injury or property Damages incurred by any of them directly arising or resulting from the actions of Buyer or Buyer’s Representatives during such Inspection, but excluding any personal injury or property Damages arising or resulting from the presence of any Hazardous Materials at, on or under the Real Property, regardless of whether the actions of Buyer or Buyer’s Representatives cause, contribute to, or exacerbate a Release of such Hazardous Materials. Seller and Seller the Company shall have agreed cooperate with Buyer’s environmental consultant, including, without limitation, completing and executing any documents or questionnaires requested by such consultant as a condition to issuance of any environmental reports and assessments prepared on behalf of Buyer. Neither Buyer nor any of Buyer’s Representatives shall, prior to the scope and content Closing Date, communicate directly with any partner, lender, lessor, vendor, customer, supplier, employee or consultant of any and all matters the Company with respect to be addressed the Company, the Real Property or the Employees, except in consultation with the EmployeesCompany and then only with the express prior approval of the Company. All requests by Buyer for access or information shall be submitted or directed exclusively to Xxxx Xxxxxxxx, upon reasonable prior notice to the Company, and in a manner that reasonably minimizes the interference with Xxxx Xxxxxxxx’x performance of his duties to the Company and the disruption to the Company’s business activities. Buyer shall hold, and cause its Representatives to hold, any non-public information furnished to it by the Company or Buyer, respectively, or their respective Affiliates or Representatives in confidence in accordance with the confidentiality agreement, dated October 3, 2011, by and between Seller, the Company and Buyer (the “Confidentiality Agreement”). The Confidentiality Agreement shall expressly terminate at the Closing. (b) At any reasonable time during Following the Escrow Period and with prior notification to SellerClosing, Buyer, its agents and Representatives for so long as such information is retained by Buyer or the Company (which shall be entitled for a period of at least six (6) years), Buyer and the Company shall permit Seller and its authorized representatives to enter onto have reasonable access and duplication rights during normal business hours, upon reasonable prior notice to Buyer or the Real Property Company, to perform inspections the books, records and tests of personnel relating to the Real PropertyCompany with respect to the period prior to the Closing, including all structural and mechanical systems. Buyer agrees: to the extent that such access may be reasonably required in connection with (i) to promptly restore the Real Property to its condition prior to the making preparation of any tests and inspectionsTax Return or accounting records or with any audits relating to Seller or the Company, (ii) any suit, claim, action, proceeding or investigation relating to conduct its investigations in a manner which will not disrupt Seller’s business operations at Seller or the Real PropertyCompany, (iii) not to performany regulatory filing or matter, prior to Closing, any drilling or other invasive testing at the Real Property without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, and (iv) to coordinate its investigations, prior to Closing, with any other valid legal or business purpose of Seller, and to use Buyer's reasonable efforts to provide Seller with advance notice of any on-site investigation in order to afford Seller an opportunity to have a Representative present during such on-site investigation. Buyer shall provide evidence of insurance to Seller covering such activities of Buyer and its consultants, shall keep the Real Property free of all liens or claims resulting from such activities and shall indemnify and hold Seller harmless from any liabilities or damages resulting from such activities. (c) During the ten (10) calendar day period following Following the Closing, for so long as set forth in Section 1.5such information is retained by Seller (which shall be for a period of at least six (6) years), Seller shall permit Buyer and the Company and their respective authorized representatives to have reasonable access and duplication rights during normal business hours, upon reasonable noticeprior notice to Seller, to the books, records and personnel relating to the Company with respect to the period prior to the Closing, to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return or accounting records or with any audits relating to the Company or Buyer, (ii) any suit, claim, action, proceeding or investigation relating to the Company or Buyer, (iii) any regulatory filing or matter, or (iv) any other valid legal or business purpose of the Company or Buyer. (d) Following the Closing and subject to applicable Law, upon a Party’s reasonable request, the Parties shall provide each other with copies of documents of Seller and its Affiliates or Buyer and its Affiliates, as applicable, to which the requesting Party in good faith determines is reasonably likely to need access in connection with any claim or the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any claim, suit, action, proceeding or investigation by or against it or any of its Affiliates, in each case, to the extent related to the Company or the Business; provided, however, that Seller shall not be required to provide Buyer and its Affiliates access to any documents relating to claims by or involving Seller, or in the event that producing copies of such documents to Buyer and its Affiliates will result in a conflict of interest with Seller and its Affiliates, as determined in good faith by Seller, except pursuant to civil process; provided, further, that Buyer shall (and shall cause its Representatives, to) not be required to provide Seller and its Affiliates access to any documents relating to claims by or involving Buyer, or in the event that producing copies of such documents to Seller and Representatives its Affiliates will result in a conflict of interest with reasonable access and duplicating rights, during normal business hours, to all of Buyer’s personnel, properties, books, Contracts, commitments and records included in Buyer or related to the Assets and shall cooperate with Sellerits respective Affiliates, as reasonably necessary for Seller determined in good faith by Buyer, except pursuant to pursue any Proceeding relating to any claims in connection with this Agreement and the transactions contemplated hereby, including any Proceeding related to the Excluded Assetscivil process.