Common use of Access to Information; Notification Clause in Contracts

Access to Information; Notification. (a) From the date hereof until the Closing, or earlier termination of this Agreement, Seller shall (and shall cause the Company and its Subsidiaries to) (i) afford to the Purchaser and its officers, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives (“Representatives”) reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, Books and Records, contracts, agreements and other documents and data related to the Company and its Subsidiaries; (b) furnish the Purchaser and its Representatives with such financial, operating and other data and information related to the Company and its Subsidiaries as the Purchaser or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Seller and the Company to cooperate with the Purchaser in its investigation of the Company and its Subsidiaries; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Seller, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by the Purchaser for access pursuant to this Section 6.3 shall be submitted or directed exclusively to Xxxxx Xxxx or such other individuals as the Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company shall be required to disclose any information to the Purchaser if such disclosure would: (x) jeopardize any attorney-client or other privilege; or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, the Purchaser shall not contact any suppliers to, or customers of, the Company and its Subsidiaries with respect to the Company or its Subsidiaries or the transactions contemplated hereby without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The Purchaser and the Seller shall jointly develop and implement transition plans with respect to customers and suppliers regarding the transactions contemplated by this Agreement and will work together to communicate with customers and suppliers and implement those plans in a timely manner. Between the date of this Agreement and the Closing, except in connection with the weekly observation visits pursuant to Section 6.3(c), which may include underground observations, or as set forth on Section 6.3(a) of the Purchaser’s Disclosure Schedule, the Purchaser shall have no right to perform invasive or subsurface investigations of the Real Property. The Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.3 and comply with all applicable Laws and work rules of the Company and its Subsidiaries, and will indemnify the Company, its Subsidiaries and the Contractors for any Liabilities arising from or caused by the Purchaser’s or its Representatives’ negligence or willful misconduct while present at the Mining Operations or otherwise on the Real Property pursuant to the exercise of the Purchaser’s rights pursuant to this Section 6.3(a). The Purchaser’s representation in Section 5.7 shall apply to any information provided to the Purchaser pursuant to this Section 6.3(a). Prior to the Closing and if the Closing does not occur, the information provided pursuant to this Section 6.3 will be used solely for the purpose of evaluating and effecting the transactions contemplated hereby.

Access to Information; Notification. (a) From the date hereof until the Closing, or earlier termination of this Agreement, Seller shall (and shall cause the Company and its Subsidiaries to) (i) afford to the Purchaser and its officers, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives (“Representatives”) reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, Books and Records, contracts, agreements and other documents and data related to the Company and its Subsidiaries; (b) furnish the Purchaser and its Representatives with such financial, operating and other data and information related to the Company and its Subsidiaries as the Purchaser or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Seller and the Company to cooperate with the Purchaser in its investigation of the Company and its Subsidiaries; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Seller, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by the Purchaser for access pursuant to this Section 6.3 shall be submitted or directed exclusively to Xxxxx Rxxxx Xxxx or such other individuals as the Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company shall be required to disclose any information to the Purchaser if such disclosure would: (x) jeopardize any attorney-client or other privilege; or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, the Purchaser shall not contact any suppliers to, or customers of, the Company and its Subsidiaries with respect to the Company or its Subsidiaries or the transactions contemplated hereby without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The Purchaser and the Seller shall jointly develop and implement transition plans with respect to customers and suppliers regarding the transactions contemplated by this Agreement and will work together to communicate with customers and suppliers and implement those plans in a timely manner. Between the date of this Agreement and the Closing, except in connection with the weekly observation visits pursuant to Section 6.3(c), which may include underground observations, or as set forth on Section 6.3(a) of the Purchaser’s Disclosure Schedule, the Purchaser shall have no right to perform invasive or subsurface investigations of the Real Property. The Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.3 and comply with all applicable Laws and work rules of the Company and its Subsidiaries, and will indemnify the Company, its Subsidiaries and the Contractors for any Liabilities arising from or caused by the Purchaser’s or its Representatives’ negligence or willful misconduct while present at the Mining Operations or otherwise on the Real Property pursuant to the exercise of the Purchaser’s rights pursuant to this Section 6.3(a). The Purchaser’s representation in Section 5.7 shall apply to any information provided to the Purchaser pursuant to this Section 6.3(a). Prior to the Closing and if the Closing does not occur, the information provided pursuant to this Section 6.3 will be used solely for the purpose of evaluating and effecting the transactions contemplated hereby.

Access to Information; Notification. (a) From Between the date hereof until of this Agreement and the Closing, or earlier of the Closing Date and the termination of this AgreementAgreement in accordance with its terms, Seller upon reasonable notice, the Acquired Companies shall (and shall cause the Company and its Subsidiaries to) (i) afford to the Purchaser Buyer and its officers, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives (“Representatives”) reasonable access during regular business hours to and the right to inspect all of the Real Propertyoffices, properties, assets, premisesfacilities, Books and RecordsRecords of each of the Acquired Companies and the officers, contractsdirectors, agreements employees, accountants, counsel, consultants, advisors, agents and other documents and data related to the Company and its Subsidiaries; (b) furnish the Purchaser and its Representatives with such financial, operating and other data and information related to the Company and its Subsidiaries as the Purchaser or any of its Representatives may reasonably request; and (c) instruct the Representatives representatives of the Seller and Acquired Companies to discuss the Company to cooperate with the Purchaser in its investigation business or financial condition of the Company and its SubsidiariesAcquired Companies, provided that such access does not unreasonably disrupt the normal operations of the applicable Acquired Company; provided, however, that any the Acquired Companies will not be obligated to provide, or cause to be provided, such investigation shall be conducted during normal business hours upon reasonable advance notice to the Seller, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by the Purchaser for access pursuant to this Section 6.3 shall be submitted or directed exclusively to Xxxxx Xxxx or such other individuals as the Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company shall be required to disclose any information to the Purchaser if such disclosure would: extent that the Acquired Companies determine, in their reasonable judgment, that doing so would (xa) violate any Requirements of Law, (b) violate a contract or obligation of confidentiality owing to a third party, (c) jeopardize any the protection of an attorney-client or other privilege; privilege or (yd) contravene any applicable Lawexpose the Acquired Companies to a material risk of Liability for disclosure of sensitive or personal information; and provided, fiduciary duty or binding agreement entered into prior further, that the Acquired Companies will not be obligated to the date of this Agreement. Prior to the Closing, the Purchaser shall not contact any suppliers to, or customers of, the Company and its Subsidiaries with respect to the Company or its Subsidiaries or the transactions contemplated hereby without the prior written consent disclose minutes of the Seller, which consent shall not be unreasonably withheld, conditioned deliberations of their respective board of directors (or delayed. The Purchaser and the Seller shall jointly develop and implement transition plans any committees thereof) in connection with respect to customers and suppliers regarding the transactions contemplated by this Agreement Agreement, or the evaluation of possible alternatives thereto, or any materials provided to such boards of directors (or such committees) in connection therewith. Subject to the foregoing limitation, the Acquired Companies shall provide to the Buyer copies of all such contracts, Books and will work together to communicate with customers Records and suppliers other existing documents and implement those plans in a timely mannerdata as the Buyer may reasonably request. Between the date of this Agreement and the Closing, except in connection with the weekly observation visits pursuant to Section 6.3(c), which may include underground observations, or as set forth on Section 6.3(a) earlier of the Purchaser’s Disclosure ScheduleClosing Date and the termination of this Agreement in accordance with its terms, Oak shall afford to the Purchaser shall have no right Buyer and its officers, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives reasonable access at all reasonable times to perform invasive the Books and Records of Oak Blocker and the officers, directors, accountants, counsel, consultants, advisors, agents and other representatives of Oak Blocker to discuss the business or subsurface investigations financial condition of the Real Property. The Purchaser shall, Acquired Companies and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.3 and comply with all applicable Laws and work rules of the Company and its Subsidiaries, and will indemnify the Company, its Subsidiaries and the Contractors for any Liabilities arising from or caused by the Purchaser’s or its Representatives’ negligence or willful misconduct while present at the Mining Operations or otherwise on the Real Property pursuant to the exercise of the Purchaser’s rights pursuant to this Section 6.3(a). The Purchaser’s representation in Section 5.7 shall apply to any information provided to the Purchaser pursuant to this Section 6.3(a). Prior to the Closing and if the Closing does not occur, the information provided pursuant to this Section 6.3 will be used solely for the purpose of evaluating and effecting the transactions contemplated herebyOak Blocker.

Access to Information; Notification. (a) From Upon reasonable notice, the date hereof until Parent and each of the Closing, or earlier termination of this Agreement, Seller Acquired Companies shall (and shall cause the Company and its Subsidiaries to) (i) afford to the Purchaser Buyer and its officers, directors, employees, accountants, counsel, consultants, advisors, agents, prospective lenders and other representatives reasonable access during regular business hours to the offices, properties, facilities, Books and Records of the Acquired Companies and the officers, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives (“Representatives”) reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, Books and Records, contracts, agreements and other documents and data related Acquired Companies to discuss the Company and its Subsidiaries; (b) furnish the Purchaser and its Representatives with such financial, operating and other data and information related to the Company and its Subsidiaries as the Purchaser business or any of its Representatives may reasonably request; and (c) instruct the Representatives financial condition of the Seller and the Company to cooperate with the Purchaser in its investigation of the Company and its Subsidiaries; providedAcquired Companies, however, provided that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Seller, under the supervision of the Seller’s personnel and in such a manner as access does not to unreasonably interfere with disrupt the normal operations of the applicable Acquired Company. All requests by ; provided further, that the Purchaser for Acquired Companies will not be obligated to provide, or cause to be provided, such access pursuant to this Section 6.3 shall be submitted or directed exclusively to Xxxxx Xxxx or such other individuals as the Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company shall be required to disclose any information to the Purchaser if such disclosure would: extent that the Acquired Companies determine, in their reasonable judgment, that doing so would (xa) violate any requirements of Law, (b) violate a contract or obligation of confidentiality owing to a third party that cannot be resolved utilizing the provisions of the Confidentiality Agreement, (c) jeopardize any the protection of an attorney-client or other privilege; privilege or (yd) contravene any applicable Lawexpose the Acquired Companies to a material risk of Liability for disclosure of sensitive or personal information; and provided further, fiduciary duty or binding agreement entered into prior that the Acquired Companies will not be obligated to the date of this Agreement. Prior to the Closing, the Purchaser shall not contact any suppliers to, or customers of, the Company and its Subsidiaries with respect to the Company or its Subsidiaries or the transactions contemplated hereby without the prior written consent disclose minutes of the Seller, which consent shall not be unreasonably withheld, conditioned deliberations of its board of directors (or delayed. The Purchaser and the Seller shall jointly develop and implement transition plans any committee thereof) in connection with respect to customers and suppliers regarding the transactions contemplated by this Agreement Agreement, or the evaluation of possible alternatives thereto, or any materials provided to such board of directors (or such committee). Without limiting the generality of the foregoing, the Representatives shall cause the Acquired Companies to afford Buyer and will work together its representatives reasonable access to communicate with customers each of the Real Properties to conduct investigations and suppliers examinations ascertaining the condition of the properties, including appraisals, studies, surveys and implement those plans environmental audits or other environmental analyses, in a timely mannereach case as Buyer may deem appropriate (the “Phase I Tests”). Between From the date of this Agreement and until the Closing, except in connection with the weekly observation visits pursuant Representatives and the Acquired Companies shall generally keep Buyer informed as to Section 6.3(c), which may include underground observations, or as set forth on Section 6.3(a) of all material matters involving the Purchaser’s Disclosure Schedule, the Purchaser shall have no right to perform invasive or subsurface investigations of the Real PropertyAcquired Companies. The Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or No information provided to or obtained by Buyer pursuant to this Section 6.3 and comply with all applicable Laws and work rules of the Company and its Subsidiaries, and will indemnify the Company, its Subsidiaries and the Contractors for any Liabilities arising from or caused by the Purchaser’s or its Representatives’ negligence or willful misconduct while present at the Mining Operations 7.2 shall limit or otherwise on affect the Real Property remedies available under this Agreement to Buyer (including Buyer’s right to seek indemnification pursuant to Article X), or the exercise of representations or warranties of, or the Purchaser’s rights pursuant to this Section 6.3(a). The Purchaser’s representation in Section 5.7 shall apply to any information provided conditions to the Purchaser pursuant to this Section 6.3(a). Prior to the Closing and if the Closing does not occurobligations of, the information provided pursuant to this Section 6.3 will be used solely for the purpose of evaluating and effecting the transactions contemplated herebyparties.

Access to Information; Notification. (a) From the date hereof until the Closing, or earlier termination of this Agreement, Seller The Company shall (and shall cause the Company and its Subsidiaries to) (i) afford to the Purchaser Buyer and its officers, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives (“Representatives”) reasonable access upon reasonable notice to and the right to inspect all of the Real Propertyoffices, properties, assets, premisesfacilities, Books and Records, contracts, agreements and other documents and data related to the Company and its Subsidiaries; (b) furnish the Purchaser and its Representatives with such financial, operating and other data and information related to the Company and its Subsidiaries as the Purchaser or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Seller and the Company to cooperate with the Purchaser in its investigation Records of the Company and its Subsidiaries; the officers, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives of the Company, including the financing sources for the Financing contemplated hereby (provided, however, that any such investigation financing sources may only be provided with material non-public information subject to customary confidentiality undertakings in favor of the Company), to discuss the business or financial condition of the Company; provided that such access shall be conducted at the Buyer’s expense, during normal business hours upon reasonable advance notice to the Sellerhours, under the supervision of the SellerCompany’s personnel and personnel, in such a manner as does not to unreasonably interfere with disrupt the normal operations of the CompanyCompany and shall comply with all applicable Laws. All requests by In addition, Parent shall afford to the Purchaser for Company and its officers, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives, including financing sources, reasonable access pursuant upon reasonable notice to this Section 6.3 the offices, properties, facilities, books and records of Parent and the officers, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives of Parent to discuss the business or financial condition of Parent; provided that such access shall be submitted or directed exclusively to Xxxxx Xxxx or conducted at the Company’s expense, during normal business hours, under the supervision of Parent’s personnel, in such other individuals a manner as does not unreasonably disrupt the Seller may designate in writing from time to timenormal operations of Parent and its Subsidiaries and shall comply with all applicable Laws. Notwithstanding anything to the contrary foregoing, during the period from the date hereof through and including the earlier of the Closing Date and the date of termination of this Agreement in this Agreementaccordance with its terms, neither the Seller nor the Company Party shall be required to disclose any information to the Purchaser any other Party if such disclosure would: , in the disclosing Party’s reasonable discretion, (xi) cause competitive harm to the business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege; , or (yiii) contravene any applicable LawLaws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, the Purchaser shall not contact any suppliers to, or customers of, the Company and its Subsidiaries with respect to the Company or its Subsidiaries or the transactions contemplated hereby without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The Purchaser and the Seller shall jointly develop and implement transition plans with respect to customers and suppliers regarding the transactions contemplated by this Agreement and will work together to communicate with customers and suppliers and implement those plans in a timely manner. Between the date of this Agreement and the Closing, except in connection with the weekly observation visits pursuant to Section 6.3(c), which may include underground observations, or as set forth on Section 6.3(a) of the Purchaser’s Disclosure Schedule, the Purchaser shall have no right to perform invasive or subsurface investigations of the Real Property. The Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.3 and comply with all applicable Laws and work rules of the Company and its Subsidiaries, and will indemnify the Company, its Subsidiaries and the Contractors for any Liabilities arising from or caused by the Purchaser’s or its Representatives’ negligence or willful misconduct while present at the Mining Operations or otherwise on the Real Property pursuant to the exercise of the Purchaser’s rights pursuant to this Section 6.3(a). The Purchaser’s representation in Section 5.7 shall apply to any information provided to the Purchaser pursuant to this Section 6.3(a). Prior to the Closing and if the Closing does not occur, the information provided pursuant to this Section 6.3 will be used solely for the purpose of evaluating and effecting the transactions contemplated herebyhereof.

Access to Information; Notification. (a) From Subject to Section 5.4 hereof, during the period beginning on the date hereof until of this Agreement and ending on the Closing, earlier of the Closing or earlier the termination of this AgreementAgreement in accordance with its terms, Seller shall (cause its Representatives to afford the Representatives of Buyer reasonable access during normal business hours to the officers, employees, agents, properties, offices and shall cause other facilities of the Target Company and its Subsidiaries to) (i) afford to the Purchaser books and its officersrecords, directors, employees, accountants, counsel, consultants, advisors, agents and other representatives (“Representatives”) reasonable including access to and any Real Property to conduct surveys, tower inspections or environmental assessments thereof (subject, in the right to inspect all case of the Leased Real Property, properties, assets, premises, Books and Records, contracts, agreements and other documents and data related to the Company express written consent of the landlord prior to such access), and its Subsidiaries; (b) shall furnish the Purchaser and its Representatives Buyer with such financial, operating and other data and information related with respect to the Company and Target Company, as Buyer, through its Subsidiaries as the Purchaser or any of its Representatives Representatives, may reasonably request; and (c) instruct the Representatives of the Seller and the Company to cooperate with the Purchaser in . In exercising its investigation of the Company and its Subsidiaries; providedrights hereunder, however, that any such investigation Buyer shall be conducted during normal business hours upon reasonable advance notice to the Seller, under the supervision of the Seller’s personnel and in such a manner conduct itself so as not to unreasonably interfere in any material respect with the normal operations conduct of the business of the Target Company prior to Closing and shall comply with all of the Target Company’s safety and security requirements. All requests Buyer acknowledges and agrees that any contact by Buyer and its Representatives with officers, employees, customers or agents of the Purchaser for access pursuant to this Section 6.3 Target Company hereunder shall be submitted or directed exclusively to Xxxxx Xxxx or such other individuals arranged through and supervised by representatives of Seller (using Xxxxxxx X. Xxxxxx as the primary point of contact at the Station), unless Seller may designate in writing from time otherwise expressly consents with respect to timeany specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither the Seller nor any of its Affiliates (including the Company Target Company) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) relating to any sale or divestiture process conducted by Seller or its Affiliates for any of Seller’s or its Affiliates’ business (including the Purchaser business of the Target Company) or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Target Company or its business in connection therewith, including projections, financial or other information relating thereto, (B) if such disclosure would: doing so could violate any Contract or Law to which Seller or any of its Affiliates (xincluding the Target Company) jeopardize any is a party or is subject or (C) which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client or other privilege; and work product privileges), or (yii) contravene consolidated, combined, unitary or similar Tax Return of which Seller or any applicable Law, fiduciary duty current or binding agreement entered into prior former Affiliate is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the date of this Agreement. Prior to the Closing, the Purchaser shall not contact any suppliers to, or customers of, the Company and its Subsidiaries with respect to the Company or its Subsidiaries or the transactions contemplated hereby without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The Purchaser and the Seller shall jointly develop and implement transition plans with respect to customers and suppliers regarding the transactions contemplated by this Agreement and will work together to communicate with customers and suppliers and implement those plans in a timely manner. Between the date of this Agreement and the Closing, except in connection with the weekly observation visits pursuant to Section 6.3(c), which may include underground observations, or as set forth on Section 6.3(a) of the Purchaser’s Disclosure Schedule, the Purchaser shall have no right to perform invasive or subsurface investigations of the Real Property. The Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.3 and comply with all applicable Laws and work rules of the Company and its Subsidiaries, and will indemnify the Target Company, its Subsidiaries and the Contractors for any Liabilities arising from or caused by the Purchaser’s or its Representatives’ negligence or willful misconduct while present at the Mining Operations or otherwise on the Real Property pursuant to the exercise of the Purchaser’s rights pursuant to this Section 6.3(a). The Purchaser’s representation in Section 5.7 shall apply to any information provided to the Purchaser pursuant to this Section 6.3(a). Prior to the Closing and if the Closing does not occur, the information provided pursuant to this Section 6.3 will be used solely for the purpose of evaluating and effecting the transactions contemplated hereby.