Common use of Access to Information; Due Diligence Clause in Contracts

Access to Information; Due Diligence. Upon reasonable notice and subject to applicable Legal Requirements relating to the confidentiality of information, each of Parent and Company shall, and shall cause each of its Subsidiaries to, facilitate reasonable due diligence on Parent or the Company, as applicable, and provide information and reasonably cooperate with Parent or the Company, as applicable, in connection with any reasonable request by the Parent or the Company, as applicable, related to such Party’s due diligence review of Parent or the Company, as applicable, and afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Party, reasonable access, during normal business hours, upon reasonable advance notice, during the period prior to the Closing Date, to all its properties, books, contracts, commitments and records, and, during such period, such party shall, and shall cause its Subsidiaries to, make available to the other Party (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the federal securities laws (other than reports or documents that such party is not permitted to disclose under applicable Legal Requirements) and (b) all other information concerning its business, properties and personnel as the other party may reasonably request. Neither Parent nor Company, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and Section 3.7. Each Party agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the other Party.

Access to Information; Due Diligence. Upon reasonable notice and subject to applicable Legal Requirements relating to the confidentiality of information, each of Parent and Company shallSeller shall afford, and shall cause each other member of the Seller Group to afford, to Purchaser, its Subsidiaries toaffiliates, facilitate reasonable due diligence on Parent or their respective lenders and the Company, as applicable, and provide information and reasonably cooperate with Parent or the Company, as applicable, in connection with any reasonable request by the Parent or the Company, as applicable, related to such Party’s due diligence review of Parent or the Company, as applicable, and afford to the officers, employees, respective accountants, counsel, advisors, agents environmental consultants and other representatives of any of the foregoing (such entities and representatives other Party, than Purchaser being referred to as "Purchaser's Representatives") reasonable access, during and timely access in a manner that does not unreasonably interfere with the normal business hours, upon reasonable advance noticeoperations of the Business, during the period prior to the Closing DateClosing, to all its the employees, advisors (including environmental consultants), attorneys, accountants, managers, properties, books, contracts, commitments commitments, information systems, Tax returns and recordsRecords of the Business, and, during such periodperiod shall furnish promptly to Purchaser and Purchaser's Representatives any information (including, such party shallwith respect to environmental matters, and shall cause its Subsidiaries toall relevant records, make available to the other Party (a) a copy of each reportaudits, scheduleassessments, registration statement field notes, monitoring well data and other document filed documents or received by it during such period pursuant to information in possession of the federal securities laws Seller Group or its representatives or advisors) concerning the Business, the Acquired Assets, the Excluded Assets, the Assumed Liabilities and the Excluded Liabilities as Purchaser (other than reports or documents that such party is not permitted to disclose under applicable Legal Requirementsany Purchaser's Representative) and (b) all other information concerning its business, properties and personnel as the other party may reasonably request. Neither Parent nor CompanyAccess to employees and managers shall include, nor any of their Subsidiarieswithout limitation, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize as Purchaser may reasonably request, giving due regard to Seller's interest in maintaining the attorney-client privilege stability of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into work force prior to the date Closing, in order to communicate initial terms and conditions of this Agreementemployment to be offered, take applications for employment with Purchaser, make determinations regarding which employees should be Continued Employees and Non-Continuing Employees and, when applicable, negotiate terms and conditions of employment. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions Seller will permit, and will cause each other member of the preceding sentence apply. All information Seller Group to permit, Purchaser and materials provided pursuant Purchaser's Representatives to this Agreement shall be subject conduct such studies as Purchaser may reasonably request, to establish the provisions current environmental status of the Confidentiality Agreement Business, the Acquired Assets and Section 3.7. Each Party agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the other Partyassess Assumed Liabilities and Excluded Liabilities arising from or related to Environmental Laws.

Access to Information; Due Diligence. Upon reasonable notice and subject to applicable Legal Requirements relating to the confidentiality of information, each of Parent and Company shallSeller shall ------------------------------------ afford, and shall cause each other member of the Seller Group to afford, to Purchaser, its Subsidiaries toaffiliates, facilitate reasonable due diligence on Parent or their respective lenders and the Company, as applicable, and provide information and reasonably cooperate with Parent or the Company, as applicable, in connection with any reasonable request by the Parent or the Company, as applicable, related to such Party’s due diligence review of Parent or the Company, as applicable, and afford to the officers, employees, respective accountants, counsel, advisors, agents environmental consultants and other representatives of any of the foregoing (such entities and representatives other Party, than Purchaser being referred to as "Purchaser's Representatives") reasonable access, during and timely access in a manner that --------------------------- does not unreasonably interfere with the normal business hours, upon reasonable advance noticeoperations of the Business, during the period prior to the Closing DateClosing, to all its the employees, advisors (including environmental consultants), attorneys, accountants, managers, properties, books, contracts, commitments commitments, information systems, Tax returns and recordsRecords of the Business, and, during such periodperiod shall furnish promptly to Purchaser and Purchaser's Representatives any information (including, such party shallwith respect to environmental matters, and shall cause its Subsidiaries toall relevant records, make available to the other Party (a) a copy of each reportaudits, scheduleassessments, registration statement field notes, monitoring well data and other document filed documents or received by it during such period pursuant to information in possession of the federal securities laws Seller Group or its representatives or advisors) concerning the Business, the Acquired Assets, the Excluded Assets, the Assumed Liabilities and the Excluded Liabilities as Purchaser (other than reports or documents that such party is not permitted to disclose under applicable Legal Requirementsany Purchaser's Representative) and (b) all other information concerning its business, properties and personnel as the other party may reasonably request. Neither Parent nor CompanyAccess to employees and managers shall include, nor any of their Subsidiarieswithout limitation, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize as Purchaser may reasonably request, giving due regard to Seller's interest in maintaining the attorney-client privilege stability of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into work force prior to the date Closing, in order to communicate initial terms and conditions of this Agreementemployment to be offered, take applications for employment with Purchaser, make determinations regarding which employees should be Continued Employees and Non-Continuing Employees and, when applicable, negotiate terms and conditions of employment. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions Seller will permit, and will cause each other member of the preceding sentence apply. All information Seller Group to permit, Purchaser and materials provided pursuant Purchaser's Representatives to this Agreement shall be subject conduct such studies as Purchaser may reasonably request, to establish the provisions current environmental status of the Confidentiality Agreement Business, the Acquired Assets and Section 3.7. Each Party agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the other Partyassess Assumed Liabilities and Excluded Liabilities arising from or related to Environmental Laws.

Access to Information; Due Diligence. Upon (a) The Company shall, from the date of this Agreement until the Closing Date, permit Buyer and its advisors to have such access, at reasonable times and upon reasonable prior notice to Seller and subject the Company, to applicable Legal Requirements all properties, books, records, accounts and Contracts of the Company, and to discuss any matters relating to the confidentiality Company with the key personnel of information, each of Parent and Company shall, and shall cause each of its Subsidiaries to, facilitate reasonable due diligence on Parent or the Company, as applicableBuyer may reasonably request, and provide information and reasonably cooperate with Parent or the Company, as applicable, including in connection with any reasonable request by the Parent or the Company, as applicable, related to such PartyBuyer’s due diligence review of Parent or the Company, as applicable, and afford to the officers, employees, accountants, counsel, advisors, agents and other representatives evaluation of the other Party, reasonable access, outstanding liabilities of the Company in order to manage its post-Closing working capital requirements; provided that such access shall occur solely during normal business hours, upon reasonable advance notice, during the period prior to the Closing Date, to all its properties, books, contracts, commitments and records, and, during such period, such party shall, and shall cause its Subsidiaries to, make available to the other Party (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the federal securities laws (other than reports or documents that such party is not permitted to disclose under applicable Legal Requirements) and (b) all other information concerning its business, properties and personnel as the other party may reasonably request. Neither Parent nor Company, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and Section 3.7. Each Party agrees that such investigation shall be conducted hours in such a manner as not to interfere unreasonably with the operations conduct of the business of the Company. Up to and including the date of the Closing, Buyer, its employees, representatives, engineers, consultants or agents may, upon reasonable notice to Seller and the Company, enter into and upon all or any portion of the Owned Real Property and, subject to any landlord consents or approvals, the Leased Real Property, to assess or conduct Phase I assessments of the environmental condition of the Business or the Owned Real Property and Leased Real Property; provided, that any intrusive sampling or testing of indoor or outdoor environmental media or building materials shall be subject to the written advance consent of Seller, which consent may be withheld for any reason. The Company shall reasonably cooperate with Buyer in conducting any such assessment. The fees and expenses of Arcadis in connection with the preparation of the April 2016 Vendor Due Diligence Report and any other Partydue diligence report that Buyer and Seller mutually agree that Arcadis will prepare, including in connection with any revisions thereto, and any related reliance letters, shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by Seller. The Company shall provide to Buyer all written, material non-privileged environmental assessments, reports, results of investigations, audits or similar documentation in the possession of or reasonably available to the Company (and, in the case of any material privileged environmental documentation, shall provide, to the extent in the possession of or reasonably available to the Company (in each case, other than such that is publicly available, except to the extent such publicly available material was conducted by or for the Company since the Company’s ownership of the property in question), material non-privileged environmental documentation with respect to any such matter sufficient to describe such matter in the absence of such material privileged environmental documentation) that is reasonably necessary to facilitate any such environmental assessment that is in the possession of or reasonably available to the Company during the period beginning immediately after the date hereof through the Closing Date; provided, that nothing herein shall obligate the Company to commission any such documentation during this time period.