Common use of Access to Information; Other Contacts Clause in Contracts

Access to Information; Other Contacts. (a) From and after the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller shall allow Investor and its accountants, counsel and other representatives, at Investor’s expense, to make such reasonable investigation of the business, operations and properties of the Company and the Company Subsidiaries as reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the Company Subsidiaries and the properties and books and records of the Company and the Company Subsidiaries. The Company and the Company Subsidiaries shall furnish Investor and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company and the Company Subsidiaries or any of the transactions contemplated by this Agreement as Investor shall from time to time reasonably request. All access and investigation pursuant to this Section 4.3 shall occur only upon reasonable notice during normal business hours. Notwithstanding anything to the contrary in this Agreement, Seller and its Affiliates, including the Company and the Company Subsidiaries, shall not be required to disclose any information to Investor if such disclosure would, in Seller’s reasonable discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or Contract entered into prior to the date hereof. (b) During the period between the date hereof and the Closing, Investor and its representatives (including Investor’s Affiliates) may contact or communicate with the customers, suppliers and licensors of the Business in connection with the transactions contemplated hereby only with the prior written consent of Seller, which shall not be unreasonably withheld but may be conditioned upon a designee of Seller being present at any meeting or conference. For the avoidance of doubt, nothing in this Section 4.3 shall prohibit Investor or its Affiliates from contacting the customers, suppliers and licensors of the Business in the ordinary course of the businesses of the Investor’s Affiliates for the purpose of selling such Affiliates’ products or for any other purpose unrelated to the Business and the transactions contemplated by this Agreement and the Ancillary Agreements.

Access to Information; Other Contacts. (a) From and after the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller ITW shall allow Investor and its accountants, counsel and other representatives, at Investor’s expense, to make such reasonable investigation of the business, operations and properties of the Company and the Company Subsidiaries as reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the Company Subsidiaries and the properties and books and records of the Company and the Company Subsidiaries. The Company and the Company Subsidiaries shall furnish Investor and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company and the Company Subsidiaries or any of the transactions contemplated by this Agreement as Investor shall from time to time reasonably request. All access and investigation pursuant to this Section 4.3 shall occur only upon reasonable notice during normal business hours. Notwithstanding anything to the contrary in this Agreement, Seller ITW and its Affiliates, including the Company and the Company Subsidiaries, shall not be required to disclose any information to Investor if such disclosure would, in SellerITW’s reasonable discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or Contract entered into prior to the date hereof. (b) During the period between the date hereof and the Closing, Investor and its representatives (including Investor’s Affiliates) may contact or communicate with the customers, distributors, suppliers and licensors of the Business in connection with the transactions contemplated hereby only with the prior written consent of SellerITW, which shall not be unreasonably withheld but and which may be conditioned upon a designee of Seller ITW being present at any meeting or conference. For the avoidance of doubt, nothing in this Section 4.3 shall prohibit Investor or its Affiliates from contacting the customers, distributors, suppliers and licensors of the Business in the ordinary course of the businesses of the Investor’s Affiliates for the purpose of selling such Affiliates’ products or for any other purpose unrelated to the Business and the transactions contemplated by this Agreement and the Ancillary Agreements.

Access to Information; Other Contacts. ‌ (a) From and after the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller ITW shall allow Investor and its accountants, counsel and other representatives, at Investor’s expense, to make such reasonable investigation of the business, operations and properties of the Company and the Company Subsidiaries as reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the Company Subsidiaries and the properties and books and records of the Company and the Company Subsidiaries. The Company and the Company Subsidiaries shall furnish Investor and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company and the Company Subsidiaries or any of the transactions contemplated by this Agreement as Investor shall from time to time reasonably request. All access and investigation pursuant to this Section 4.3 shall occur only upon reasonable notice during normal business hours. Notwithstanding anything to the contrary in this Agreement, Seller ITW and its Affiliates, including the Company and the Company Subsidiaries, shall not be required to disclose any information to Investor if such disclosure would, in SellerITW’s reasonable discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or Contract entered into prior to the date hereof. (b) During the period between the date hereof and the Closing, Investor and its representatives (including Investor’s Affiliates) may contact or communicate with the customers, distributors, suppliers and licensors of the Business in connection with the transactions contemplated hereby only with the prior written consent of SellerITW, which shall not be unreasonably withheld but and which may be conditioned upon a designee of Seller ITW being present at any meeting or conference. For the avoidance of doubt, nothing in this Section 4.3 shall prohibit Investor or its Affiliates from contacting the customers, distributors, suppliers and licensors of the Business in the ordinary course of the businesses of the Investor’s Affiliates for the purpose of selling such Affiliates’ products or for any other purpose unrelated to the Business and the transactions contemplated by this Agreement and the Ancillary Agreements.

Access to Information; Other Contacts. (a) From and after the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller Harsco shall allow CD&R Investor and its accountants, counsel and other representatives, at CD&R Investor’s expense, to make such reasonable investigation of the business, operations and properties of the Company Business and the Company Subsidiaries Target Entities as reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company Target Entities, and Harsco and the Non-Company Subsidiaries Affiliates to the extent related to the Business, and the properties and books and records of the Company Target Entities and Harsco and the Non-Company SubsidiariesAffiliates to the extent related to the Business. The Company Target Entities, Harsco and the Non-Company Subsidiaries Affiliates, shall furnish CD&R Investor and its representatives with such financial, operating and other data and information and copies of documents with respect to the Target Entities, or Harsco or the Non-Company and Affiliates to the Company Subsidiaries extent related to the Business, or any of the transactions contemplated by this Agreement as CD&R Investor shall from time to time reasonably request. All access and investigation pursuant to this Section 4.3 shall occur only upon reasonable notice and during normal business hours. Notwithstanding anything to the contrary in this Agreement, Seller Harsco and its Affiliates, including the Company and the Company SubsidiariesTarget Entities, shall not be required to disclose any information to CD&R Investor if such disclosure would, in Seller’s reasonable discretion, would reasonably be expected to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or Contract entered into prior to the date hereof. (b) During the period between the date hereof and the Closing, Investor Buyer and its representatives (including Investor’s Affiliates) may contact or communicate with the customers, customers and suppliers and licensors of the Business in connection with the transactions contemplated hereby only with the prior written consent of Seller, Harsco (which shall not be unreasonably withheld but may be conditioned upon a designee of Seller Harsco being present at any meeting or conferenceconference or included in any communication). For the avoidance of doubt, nothing in this Section 4.3 shall prohibit Investor or its CD&R Investor’s Affiliates from contacting the customers, suppliers and licensors of the Business in the ordinary course of the businesses of the CD&R Investor’s Affiliates for the purpose of selling such Affiliates’ products or for any other purpose unrelated to the Business and the transactions contemplated by this Agreement and the Ancillary Agreements.

Access to Information; Other Contacts. (a) From and after the date of this Agreement until the earlier of the Closing Date or termination of this AgreementAgreement in accordance with Section 10.1, Seller (i) Scotts shall allow Investor TruGreen Holdings and its accountants, counsel and other representatives, at InvestorTruGreen Holdings’s expense, to make such reasonable investigation of the business, operations and properties of the Company SLS Business and the Company Subsidiaries SLS Entities as reasonably necessary in connection with the transactions contemplated by this Agreement and (ii) TruGreen Holdings shall allow Scotts and its accountants, counsel and other representatives, at Scotts’s expense, to make such reasonable investigation of the business, operations and properties of the TruGreen Entities as reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company SLS Entities or TruGreen Entities, as applicable, and Scotts and the Company Non-SLS Subsidiaries to the extent related to the SLS Business, and the properties and books and records of the Company TruGreen Entities or SLS Entities, as applicable, and Scotts and the Company SubsidiariesNon-SLS Subsidiaries to the extent related to the SLS Business. The Company SLS Entities, Scotts and the Company Subsidiaries Non-SLS Subsidiaries, shall furnish Investor TruGreen Holdings and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company and SLS Entities, or Scotts or the Company Non-SLS Subsidiaries to the extent related to the SLS Business, or any of the transactions contemplated by this Agreement as Investor TruGreen Holdings shall from time to time reasonably request. TruGreen Holdings and its Subsidiaries, shall furnish Scotts and its representatives with such financial, operating and other data and information and copies of documents with respect to the TruGreen Entities, or any of the transactions contemplated by this Agreement as Scotts shall from time to time reasonably request. All access and investigation pursuant to this Section 4.3 5.4 shall occur only upon reasonable notice during normal business hours. Notwithstanding anything to the contrary in this Agreement, Seller and neither Party nor any of its Affiliates, including the Company and the Company Subsidiaries, Affiliates shall not be required to disclose any information to Investor the other Party if such disclosure would, in Seller’s reasonable discretion, would reasonably be expected to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or Contract entered into prior to the date hereof; provided that at the request of a Party, the other Party shall use commercially reasonable efforts to cause such disclosure to be permitted or to develop an alternative to providing such information reasonably acceptable to the requesting Party. (b) During the period between the date hereof and the Closing, Investor (i) TruGreen Holdings and its representatives (including Investor’s Affiliates) may contact or communicate with the customers, suppliers and licensors of the SLS Business in connection with the transactions contemplated hereby only with the prior written consent of SellerScotts, which shall not be unreasonably withheld but may be conditioned upon a designee of Seller Scotts being present at any meeting or conference, and (ii) Scotts and its representatives may contact or communicate with the customers, suppliers and licensors of the TruGreen Entities in connection with the transactions contemplated hereby only with the prior written consent of TruGreen Holdings, which shall not be unreasonably withheld but may be conditioned upon a designee of TruGreen Holdings being present at any meeting or conference, in the case of each of clauses (i) and (ii), subject to applicable Law. For the avoidance of doubt, nothing in this Section 4.3 5.4 shall prohibit Investor either Party or its Affiliates from contacting the customers, suppliers and licensors of the SLS Business or the TruGreen Entities, as applicable, in the ordinary course of the businesses of the Investor’s such Party or its Affiliates for the purpose of selling its or such Affiliates’ products or for any other purpose unrelated to the Business transactions contemplated by this Agreement and the Ancillary Agreements, provided that the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements shall not be discussed in any such contacts. Notwithstanding anything to the contrary in this Section 5.4(b), all such contacts and communications shall be subject to the restrictions set forth in Section 5.6 and in the Confidentiality Agreement.

Access to Information; Other Contacts. (a) From Without prejudice to Section 4.11, from and after the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller shall allow Investor (and shall cause its Subsidiaries to) afford to Purchaser and its accountants, counsel and other representatives, at InvestorPurchaser’s expense, to make such reasonable investigation of the businessaccess, operations and properties of the Company and the Company Subsidiaries as reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the Company Subsidiaries and the properties and books and records of the Company and the Company Subsidiaries. The Company and the Company Subsidiaries shall furnish Investor and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company and the Company Subsidiaries or any of the transactions contemplated by this Agreement as Investor shall from time to time reasonably request. All access and investigation pursuant to this Section 4.3 shall occur only upon reasonable notice during normal business hours, to the properties, books, Contracts, commitments and records of the Company, the Company Subsidiaries and, solely to the extent relating to the business of the Company or any Company Subsidiary, Seller and its Affiliates as Purchaser may reasonably request. Any such access shall be under the supervision of a designee of Seller, and shall be conducted in such a manner as not to interfere with the operations of the Company, the Company Subsidiaries, Seller or its Affiliates, as the case may be. Notwithstanding anything to the contrary in this Agreement, none of Seller and or its Affiliates, including the Company and the Company Subsidiaries, shall not be required to disclose any information to Investor Purchaser if such disclosure would, in Seller’s reasonable discretionsole discretion (acting reasonably), (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or Contract entered into prior to the date hereof. (b) During the period between the date hereof and the Closing, Investor Purchaser and its representatives (including Investorand Purchaser’s Affiliates) may Affiliates which have directly participated in the transactions contemplated in this Agreement shall contact or communicate with the customers, suppliers and licensors of the Business Company or any Company Subsidiary in connection with the transactions contemplated hereby only with the prior written consent of Seller, which shall such consent not to be unreasonably withheld but withheld, delayed or conditioned except that such consent may be conditioned upon a designee of Seller being present at any meeting or conference. For the avoidance of doubt, nothing in this Section 4.3 shall prohibit Investor or its Affiliates from contacting the customers, suppliers and licensors of the Business in the ordinary course of the businesses of the Investor’s Affiliates for the purpose of selling such Affiliates’ products or for any other purpose unrelated to the Business and the transactions contemplated by this Agreement and the Ancillary Agreements.