Common use of Access to Information Concerning Properties and Records Clause in Contracts

Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the Effective Date, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and Sub, and their respective counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the employees, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall desire of the affairs of the Company and its Subsidiaries. The Company shall furnish promptly to Parent and Sub (a) a copy of each report, schedule, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub shall from time to time reasonably request. Parent shall have the right, at its sole cost and expense, to conduct a Phase I environmental assessment in accordance with ASTM standards of the properties listed on Schedule 3.01 and review of compliance with applicable Environmental Laws for such properties (the "Phase I Assessment"); provided, that the Phase I Assessment shall be conducted only during regular business hours and in a manner that will not interfere in any significant respect with the ordinary course operation of the Company and its Subsidiaries, shall be completed no later than July 15, 1999 and shall be conducted by an environmental consulting firm mutually acceptable to Parent and the Company.

Access to Information Concerning Properties and Records. Delivery ----------------------------------------------------------------- of Financial Information. (a) During the period commencing on the date hereof ------------------------ and ending on the Effective Date, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and Sub, and their respective counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the employees, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall desire of the affairs of the Company and its SubsidiariesSubsidiaries (other than relating to those Assets with respect to which no liability shall be retained by the Surviving Corporation after giving effect to the transactions contemplated by the Asset Disposition Agreements). The Company shall furnish promptly to Parent and Sub (ai) a copy of each report, schedule, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (bii) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub shall from time to time reasonably request. . (b) On or prior to February 15, 2000, the Company shall deliver to Parent shall have a copy of all written information prepared by the rightCompany with respect to its fiscal year ended December 31, at 1999 of the type which the Company customarily prepares to initially deliver to its sole cost and expense, independent auditors (prior to conduct a Phase I environmental assessment responding to any inquiries from its independent auditors) in connection with the preparation of the Company's financial statements in accordance with ASTM standards GAAP for the end of a fiscal year of the properties listed Company. (c) During the period commencing on Schedule 3.01 the date hereof and review of compliance with applicable Environmental Laws for such properties ending on the Effective Date, to the extent (and only to the "Phase I Assessment"); provided, extent) that the Phase I Assessment shall be conducted only during regular business hours and in a manner that will not interfere in Company delivers to its independent auditors any significant respect with written information prepared by the ordinary course operation Company relating to the fiscal year ended December 31, 1999 or any prior period or otherwise bearing upon the Condition of the Company and its SubsidiariesSubsidiaries taken as a whole, shall be completed no later than July 15the Company shall, 1999 and shall be conducted by an environmental consulting firm mutually acceptable concurrently with such delivery of written information to its independent auditors, deliver to Parent true and the Companycomplete copies of all such written information.

Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the Effective earliest of (i) the Closing Date, (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18, 2002, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, 35 of 56 afford Parent and SubParent, and their respective Parent's counsel, accountants, consultants consultants, financing sources and other authorized representatives, reasonable access during normal business hours to its and the employeesCompany's Subsidiaries' executive officers, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall desire reasonably deem necessary of the affairs of the Company Company's and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Sub Purchaser (ax) a copy of each form, report, schedule, statement, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal Puerto Rico, federal, state or state foreign securities laws Laws and (by) all other information concerning its the Company's or its Subsidiaries' business, properties and personnel as Parent and Sub or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub or Purchaser shall from time to time reasonably request. Parent and Purchaser shall have make all reasonable efforts to minimize any disruption to the right, at its sole cost and expense, to conduct a Phase I environmental assessment in accordance with ASTM standards of the properties listed on Schedule 3.01 and review of compliance with applicable Environmental Laws for such properties (the "Phase I Assessment"); provided, that the Phase I Assessment shall be conducted only during regular business hours and in a manner that will not interfere in any significant respect with the ordinary course operation businesses of the Company and its SubsidiariesSubsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that with respect to any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be completed no later than July 15, 1999 and shall be conducted by an environmental consulting firm mutually acceptable subject to Parent and the CompanyConfidentiality Agreement.