Common use of Access to Information Prior to the Closing Clause in Contracts

Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, Seller shall use reasonable best efforts to cause AMTG to give the Buyer Representative and its authorized representatives reasonable access during regular business hours to all books and records (including Tax records) related to the Assets as such Buyer may reasonably request; provided, that such Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Seller or AMTG, as the case may be, to schedule such access through a designated officer of Seller or AMTG, as the case may be, and in such a way as to avoid disrupting in any material respect the normal operations of Seller or AMTG, as the case may be. Notwithstanding the foregoing, neither the Seller nor AMTG shall be required by this Section 5.2 to provide any Buyer or its representatives with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate or contravene any Law (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any attorney-client, attorney work product or other legal privilege of such party or its Subsidiaries (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege).

Access to Information Prior to the Closing. During the period from the date hereof through until the earlier of the Closing DateDate and the date this Agreement is validly terminated pursuant to Article VIII, Seller shall use reasonable best efforts to cause AMTG to give the Buyer Representative Company and its authorized representatives Subsidiaries to provide Buyer and its Representatives reasonable access during regular business hours and upon reasonable notice to all employees, Representatives, offices, facilities, books and records (including Tax records) related to of the Assets Company and its Subsidiaries as such Buyer may reasonably request; provided, that such (a) Buyer and its representatives Representatives shall take such action as is deemed necessary in the reasonable judgment of Seller the Company or AMTG, as the case may be, its Subsidiaries to schedule such access to the employees, Representatives, offices, facilities, books and records of the Company and its Subsidiaries through a designated officer of Seller or AMTG, as the case may be, Company and in such a way as to avoid disrupting in any material respect the normal operations business of Seller or AMTGthe Company and its Subsidiaries, as the case may be. Notwithstanding the foregoing, (b) neither the Seller Company nor AMTG its Subsidiaries shall be required to take any action which would constitute a waiver of the attorney-client privilege (it being understood that the Company or its Subsidiary shall inform Buyer that such information cannot be shared pursuant to this clause (b) and take reasonable actions to eliminate any impediments to providing such information) and (c) in no event shall Buyer be permitted to conduct any sampling of any environmental media, including soil, sediment, groundwater, surface water, indoor or outdoor air or building material without the prior consent of Seller. Buyer hereby agrees that from the date hereof until the Closing Date or the earlier termination of the Agreement, it is not authorized to, and shall not (and shall not permit any of its Representatives or Affiliates to), contact and communicate with the employees, customers, service providers and suppliers of the Company or its Subsidiaries in connection with the Contemplated Transactions without the prior consultation with and written approval of Seller (not to be unreasonably withheld, delayed or conditioned). For the avoidance of doubt, the foregoing restriction shall not prohibit any contacts by this Section 5.2 to provide any Buyer or its representatives Representatives or Affiliates with access the employees, customers, service providers and suppliers of the Company or its Subsidiaries in the ordinary course of business unrelated to or to disclose information (x) that is subject to the Contemplated Transactions. Buyer shall, and shall cause its Representatives to, abide by the terms of a confidentiality agreement the Confidentiality Agreement with a third party entered into prior respect to the date of this Agreement (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to obtain the required consent of such third party to such any access or disclosure), (y) the disclosure of which would violate or contravene any Law (provided, however, that Seller shall use, and shall use reasonable best efforts information provided pursuant to cause AMTG to use, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any attorney-client, attorney work product or other legal privilege of such party or its Subsidiaries (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege)this Section 5.2.

Access to Information Prior to the Closing. During the period from the date hereof of this Agreement through the Closing Date, (i) the Company shall, and Seller shall use reasonable best efforts to cause AMTG to the Company to, give the Buyer Representative and its authorized representatives reasonable access during regular business hours to all offices, facilities, books and records in the possession of any Company Group Entity (including Tax recordsworking papers, data, internal audit reports and “management letters” from such Company Group Entity’s independent public accountants with respect to such Company Group Entity’s systems of internal control), operational and financial information and Contracts of the Outdoor Business as Buyer may reasonably request, (ii) related to the Assets extent prepared by the Company on the date hereof, the Company shall deliver to Buyer (a) weekly pacing reports, (b) bi-weekly lease renewal and lease termination reports and (c) monthly reports on development activities and contract negotiations, key employee additions and departures, litigations and enforcement actions, and operating and financial reports and (iii) the Company shall use commercially reasonable efforts to, and Seller shall cause the Company to use commercially reasonable efforts to, cause their respective independent public accountants to give Buyer and its authorized representatives, at Buyer’s sole cost and expense, reasonable access during regular business hours to all books and records of the Outdoor Business in the possession of such accountants (including working papers, data and “management letters” with respect to the systems of internal control of the Company Group Entities) as such Buyer may reasonably request; provided, in each case, that such (a) Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Seller or AMTG, as and the case may be, Company to schedule such access and visits through a designated officer of Seller or AMTG, as the case may be, Company and in such a way as to avoid disrupting in any material respect the normal operations business of the Company or any other Outdoor Group Entity or the applicable independent public accountant, as applicable, (b) none of Seller, the Company or any other Outdoor Group Entity shall be required to take any action, or use commercially reasonable efforts to cause any action to be taken, which would constitute a waiver of the attorney-client or other privilege or would compromise the confidential information of Seller, the Company or any of the other Outdoor Group Entities not related to the Outdoor Business, (c) the Company need not supply Buyer with, or use commercially reasonable efforts to cause Buyer to be supplied with, any information which, in the reasonable judgment of Seller or AMTGthe Company, as Seller, the case may beCompany or any other Outdoor Group Entity is under a contractual or legal obligation not to supply and (d) in no event shall Buyer be permitted to conduct any sampling of soil, sediment, groundwater, surface water or building material. Notwithstanding the foregoing, neither the Seller nor AMTG In no event shall be required by this Section 5.2 to provide any Buyer or any of its representatives with have any right to access to any offices, facilities, books, records or to disclose other information (x) that is subject not primarily related to the terms Outdoor Business or the Outdoor Group Entities. Upon the request of Buyer, Seller shall make available to Buyer on a confidentiality agreement with a third party entered into bi-weekly basis members of senior management of the Outdoor Group Entities to discuss the general operations of the Outdoor Business. Buyer hereby agrees that, prior to the date of this Agreement (providedClosing, howeverwithout the Company’s prior written consent, that Seller Buyer shall usenot, and shall use reasonable best efforts cause its representatives not to cause AMTG to use, (on its reasonable best efforts to obtain the required consent of such third party to such access or disclosurebehalf), (y) the disclosure of which would violate initiate contact or contravene engage in discussions with any Law (providedcustomer, howeveragency, that Seller shall usevendor, and shall use reasonable best efforts to cause AMTG to usesupplier, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any landlord, lessor, lessee, licensor, sublicensee, sublessor, sublessee, labor union, accountant, attorney-client, attorney work product Governmental Authority, or other legal privilege Person having a business relationship with the Company or any of such party or its Subsidiaries regarding the business, operations, prospects or finances of the Company or any of its Subsidiaries, or any of the Contemplated Transactions. Buyer shall promptly reimburse Seller for all reasonable out-of-pocket costs and expenses incurred by Seller or the Company in connection with satisfying their obligations under clause (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss ii) of any such attorney-client, attorney work product or other legal privilege)this Section 5.2.