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

Access to Information; Due Diligence. (a) Prior to the Closing Date, Buyer shall be entitled, through its employees, agents and representatives, to make such reasonable investigation of the assets, liabilities, financial condition, properties, business and operations of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers as Buyer may reasonably deem necessary or appropriate, and for such purposes to have access to the Records, Contracts, facilities and personnel of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers, including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending Actions, Tax Returns, accounting and actuarial methods, business plans and prospects, in each case wherever located, of the Companies and (with respect to the their conduct of the Business) the Renewal Rights Sellers. Any such investigation, access and examination shall be conducted during regular business hours upon reasonable prior notice, and Seller Parent shall cause Sellers and the Companies and use commercially reasonable efforts to cause their respective employees, agents and representatives, including their respective counsel and independent public accountants, to cooperate fully with such employees and representatives in connection with such investigation, access and examination; provided that in no case shall any disclosure be required to be made by Seller Parent, any of its Affiliates or any of their respective agents or representatives if such disclosure would, or would reasonably be expected to, result in a loss of any attorney-client privilege, violate any contractual obligation regarding confidentiality or result in a violation of Applicable Law. (b) In order to facilitate the resolution of any claims made by or against Sellers or any of their Affiliates relating to the Companies or the Business, for a period of 10 years after the Closing or, if longer, the applicable period specified in Buyer’s document retention policy, Buyer shall (i) retain the books and records relating to the Companies and the Business relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Sellers and their Affiliates reasonable access (including the right to make photocopies at the expense of Sellers and their Affiliates) during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made by or against Buyer or any of its Affiliates relating to the Business, for a period of 10 years after the Closing or, if longer, the applicable period specified in Sellers’ document retention policy, Sellers shall (i) retain the books and records relating to the Companies and the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Buyer and its Affiliates reasonable access (including the right to make photocopies at the expense of Buyer and its Affiliates) during normal business hours, to such books and records.

Access to Information; Due Diligence. (a) Prior Seller shall afford, and shall cause each other member of the Seller Group to the Closing Date, Buyer shall be entitled, through its employees, agents and representativesafford, to make such reasonable investigation Purchaser, its affiliates, their respective lenders and the respective accountants, counsel, environmental consultants and other representatives of any of the assets, liabilities, financial condition, properties, business foregoing (such entities and representatives other than Purchaser being referred to as "Purchaser's Representatives") reasonable and timely access in a manner that does not unreasonably interfere with the normal operations of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers as Buyer may reasonably deem necessary or appropriate, and for such purposes to have access to the Records, Contracts, facilities and personnel of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers, including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending Actions, Tax Returns, accounting and actuarial methods, business plans and prospects, in each case wherever located, of the Companies and (with respect to the their conduct of the Business) the Renewal Rights Sellers. Any such investigation, access and examination shall be conducted during regular business hours upon reasonable prior notice, and Seller Parent shall cause Sellers and the Companies and use commercially reasonable efforts to cause their respective employees, agents and representatives, including their respective counsel and independent public accountants, to cooperate fully with such employees and representatives in connection with such investigation, access and examination; provided that in no case shall any disclosure be required to be made by Seller Parent, any of its Affiliates or any of their respective agents or representatives if such disclosure would, or would reasonably be expected to, result in a loss of any attorney-client privilege, violate any contractual obligation regarding confidentiality or result in a violation of Applicable Law. (b) In order to facilitate the resolution of any claims made by or against Sellers or any of their Affiliates relating to the Companies or the Business, for a during the period of 10 years after the Closing or, if longer, the applicable period specified in Buyer’s document retention policy, Buyer shall (i) retain the books and records relating to the Companies and the Business relating to periods prior to the Closing, and (ii) upon reasonable notice, afford to all the officers, employees, agents and representatives of Sellers and their Affiliates reasonable access advisors (including the right to make photocopies at the expense environmental consultants), attorneys, accountants, managers, properties, books, contracts, commitments, information systems, Tax returns and Records of Sellers and their Affiliates) during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made by or against Buyer or any of its Affiliates relating to the Business, for a and, during such period shall furnish promptly to Purchaser and Purchaser's Representatives any information (including, with respect to environmental matters, all relevant records, audits, assessments, field notes, monitoring well data and other documents or information in possession of 10 years after the Closing or, if longerSeller Group or its representatives or advisors) concerning the Business, the applicable period specified in Sellers’ document retention policyAcquired Assets, Sellers shall (i) retain the books and records relating to Excluded Assets, the Companies Assumed Liabilities and the Business relating Excluded Liabilities as Purchaser (or any Purchaser's Representative) may reasonably request. Access to periods employees and managers shall include, without limitation, such access as Purchaser may reasonably request, giving due regard to Seller's interest in maintaining the stability of its work force prior to the Closing Closing, in order to communicate initial terms and conditions of employment to be offered, take applications for employment with Purchaser, make determinations regarding which shall not otherwise have been delivered employees should be Continued Employees and Non-Continuing Employees and, when applicable, negotiate terms and conditions of employment. Seller will permit, and will cause each other member of the Seller Group to the permit, Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Buyer and its Affiliates reasonable access (including the right Purchaser's Representatives to make photocopies at the expense of Buyer and its Affiliates) during normal business hoursconduct such studies as Purchaser may reasonably request, to such books establish the current environmental status of the Business, the Acquired Assets and recordsto assess Assumed Liabilities and Excluded Liabilities arising from or related to Environmental Laws.

Access to Information; Due Diligence. (a) Prior to The Company shall, from the date of this Agreement until the Closing Date, permit Buyer shall be entitledand its advisors to have such access, through its employees, agents at reasonable times and representativesupon reasonable prior notice to Seller and the Company, to make such reasonable investigation all properties, books, records, accounts and Contracts of the assetsCompany, liabilities, financial condition, properties, business and operations to discuss any matters relating to the Company with the key personnel of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers Company, as Buyer may reasonably deem necessary request, including in connection with Buyer’s evaluation of the 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 in such manner as not to interfere unreasonably with the conduct of the business of the Company. Up to and including the date of the Closing, Buyer, its employees, representatives, engineers, consultants or appropriateagents 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 due diligence report that Buyer and Seller mutually agree that Arcadis will prepare, including in connection with any revisions thereto, and for such purposes any related reliance letters, shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by Seller. The Company shall provide to have access 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 RecordsCompany (and, Contractsin the case of any material privileged environmental documentation, facilities and personnel 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 Companies and (property in question), material non-privileged environmental documentation with respect to any such matter sufficient to describe such matter in the Associated Assets and 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. (b) Notwithstanding anything to the contrary herein, nothing in this ‎Section 8.1 shall require Seller, the Company or any of their conduct respective Affiliates to (i) provide information or documents that are competitively sensitive, are not in such party’s possession or control or do not relate to the Company, (ii) convert information or documents into a different format than the format in which such information or documents are held by such party or (iii) provide access to (A) personnel records of any employee of the Business) SellersCompany relating to individual performance or evaluation records, including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending Actions, Tax Returns, accounting and actuarial methods, business plans and prospectsmedical histories or other information which, in each such party’s good-faith opinion, is sensitive or the disclosure of which could subject any such party or any of their respective Affiliates to risk of liability or (B) information the disclosure of which, in such party’s good faith opinion, (x) would conflict with confidentiality obligations to which such party or any of their respective Affiliates is bound or (y) would reasonably be expected to result in the forfeiture or waiver of any attorney-client or similar privilege; provided that, in the case wherever locatedof this clause (y), of the Companies and (with respect to the their conduct of the Business) the Renewal Rights Sellers. Any such investigation, access and examination Company shall be conducted during regular business hours upon reasonable prior notice, and Seller Parent shall cause Sellers and the Companies and use commercially reasonable efforts to cause their respective employees, agents and representatives, including their respective counsel and independent public accountantsprovide the requesting party, to cooperate fully the extent possible, with such employees and representatives access to the relevant information in connection with such investigation, access and examination; provided a manner that in no case shall any disclosure be required to be made by Seller Parent, any of its Affiliates or any of their respective agents or representatives if such disclosure would, or would not reasonably be expected to, to result in a loss the forfeiture or waiver of any such attorney-client or similar privilege, violate any contractual obligation regarding confidentiality or result in a violation of Applicable Law. (b) In order to facilitate the resolution of any claims made by or against Sellers or any of their Affiliates relating to the Companies or the Business, for a period of 10 years after the Closing or, if longer, the applicable period specified in Buyer’s document retention policy, Buyer shall (i) retain the books and records relating to the Companies and the Business relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Sellers and their Affiliates reasonable access (including the right to make photocopies at the expense of Sellers and their Affiliates) during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made by or against Buyer or any of its Affiliates relating to the Business, for a period of 10 years after the Closing or, if longer, the applicable period specified in Sellers’ document retention policy, Sellers shall (i) retain the books and records relating to the Companies and the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Buyer and its Affiliates reasonable access (including the right to make photocopies at the expense of Buyer and its Affiliates) during normal business hours, to such books and records.

Access to Information; Due Diligence. (a) Prior Seller shall ------------------------------------ afford, and shall cause each other member of the Seller Group to the Closing Date, Buyer shall be entitled, through its employees, agents and representativesafford, to make such reasonable investigation Purchaser, its affiliates, their respective lenders and the respective accountants, counsel, environmental consultants and other representatives of any of the assets, liabilities, financial condition, properties, business foregoing (such entities and representatives other than Purchaser being referred to as "Purchaser's Representatives") reasonable and timely access in a manner that --------------------------- does not unreasonably interfere with the normal operations of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers as Buyer may reasonably deem necessary or appropriate, and for such purposes to have access to the Records, Contracts, facilities and personnel of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers, including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending Actions, Tax Returns, accounting and actuarial methods, business plans and prospects, in each case wherever located, of the Companies and (with respect to the their conduct of the Business) the Renewal Rights Sellers. Any such investigation, access and examination shall be conducted during regular business hours upon reasonable prior notice, and Seller Parent shall cause Sellers and the Companies and use commercially reasonable efforts to cause their respective employees, agents and representatives, including their respective counsel and independent public accountants, to cooperate fully with such employees and representatives in connection with such investigation, access and examination; provided that in no case shall any disclosure be required to be made by Seller Parent, any of its Affiliates or any of their respective agents or representatives if such disclosure would, or would reasonably be expected to, result in a loss of any attorney-client privilege, violate any contractual obligation regarding confidentiality or result in a violation of Applicable Law. (b) In order to facilitate the resolution of any claims made by or against Sellers or any of their Affiliates relating to the Companies or the Business, for a during the period of 10 years after the Closing or, if longer, the applicable period specified in Buyer’s document retention policy, Buyer shall (i) retain the books and records relating to the Companies and the Business relating to periods prior to the Closing, and (ii) upon reasonable notice, afford to all the officers, employees, agents and representatives of Sellers and their Affiliates reasonable access advisors (including the right to make photocopies at the expense environmental consultants), attorneys, accountants, managers, properties, books, contracts, commitments, information systems, Tax returns and Records of Sellers and their Affiliates) during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made by or against Buyer or any of its Affiliates relating to the Business, for a and, during such period shall furnish promptly to Purchaser and Purchaser's Representatives any information (including, with respect to environmental matters, all relevant records, audits, assessments, field notes, monitoring well data and other documents or information in possession of 10 years after the Closing or, if longerSeller Group or its representatives or advisors) concerning the Business, the applicable period specified in Sellers’ document retention policyAcquired Assets, Sellers shall (i) retain the books and records relating to Excluded Assets, the Companies Assumed Liabilities and the Business relating Excluded Liabilities as Purchaser (or any Purchaser's Representative) may reasonably request. Access to periods employees and managers shall include, without limitation, such access as Purchaser may reasonably request, giving due regard to Seller's interest in maintaining the stability of its work force prior to the Closing Closing, in order to communicate initial terms and conditions of employment to be offered, take applications for employment with Purchaser, make determinations regarding which shall not otherwise have been delivered employees should be Continued Employees and Non-Continuing Employees and, when applicable, negotiate terms and conditions of employment. Seller will permit, and will cause each other member of the Seller Group to the permit, Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Buyer and its Affiliates reasonable access (including the right Purchaser's Representatives to make photocopies at the expense of Buyer and its Affiliates) during normal business hoursconduct such studies as Purchaser may reasonably request, to such books establish the current environmental status of the Business, the Acquired Assets and recordsto assess Assumed Liabilities and Excluded Liabilities arising from or related to Environmental Laws.

Access to Information; Due Diligence. (a) Prior 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, Buyer 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 entitledrequired 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, through its employeesrule, agents and representativesregulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties shall make such reasonable investigation appropriate substitute disclosure arrangements under circumstances in which the restrictions of the assets, liabilities, financial condition, properties, business 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 Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers as Buyer may reasonably deem necessary or appropriate, and for such purposes to have access to the Records, Contracts, facilities and personnel of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers, including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending Actions, Tax Returns, accounting and actuarial methods, business plans and prospects, in each case wherever located, of the Companies and (with respect to the their conduct of the Business) the Renewal Rights Sellers. Any such investigation, access and examination shall be conducted during regular business hours upon reasonable prior notice, and Seller Parent shall cause Sellers and the Companies and use commercially reasonable efforts to cause their respective employees, agents and representatives, including their respective counsel and independent public accountants, to cooperate fully with such employees and representatives in connection with such investigation, access and examination; provided that in no case shall any disclosure be required to be made by Seller Parent, any of its Affiliates or any of their respective agents or representatives if such disclosure would, or would reasonably be expected to, result in a loss of any attorney-client privilege, violate any contractual obligation regarding confidentiality or result in a violation of Applicable Lawother Party. (b) In order to facilitate the resolution of any claims made by or against Sellers or any of their Affiliates relating to the Companies or the Business, for a period of 10 years after the Closing or, if longer, the applicable period specified in Buyer’s document retention policy, Buyer shall (i) retain the books and records relating to the Companies and the Business relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Sellers and their Affiliates reasonable access (including the right to make photocopies at the expense of Sellers and their Affiliates) during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made by or against Buyer or any of its Affiliates relating to the Business, for a period of 10 years after the Closing or, if longer, the applicable period specified in Sellers’ document retention policy, Sellers shall (i) retain the books and records relating to the Companies and the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Buyer and its Affiliates reasonable access (including the right to make photocopies at the expense of Buyer and its Affiliates) during normal business hours, to such books and records.