Common use of Access to Information Public Announcements Clause in Contracts

Access to Information Public Announcements. (a) Upon reasonable advance written notice and subject to applicable Law, the Company shall afford Parent and its Representatives reasonable access under the supervision of the Key Individuals during normal business hours to its properties, books, records, Contracts, Permits, consultants and personnel (at a mutually convenient time), and shall furnish, and shall cause to be furnished, as promptly as practicable to Parent, all other information concerning the Company and its business, properties and personnel as Parent may reasonably request in writing for purposes of diligence, integration planning, financing and facilitating the transfer of the ownership of the Company and its properties and assets; provided, however, that the Company may restrict the foregoing access to the extent required by applicable Law or Contract to which the Company is a party (provided the Company uses reasonable efforts to obtain consent from the relevant counterparties and, failing that, redacts sensitive information and otherwise use commercially reasonable efforts to communicate the applicable information in a reasonable way that would not risk violating the applicable Law or Contract). All such access shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable confidentiality agreement with any Person. In conducting any inspection of any properties of the Company, Parent and its Representatives shall not unreasonably interfere with the business conducted at such property. All information obtained pursuant to this Section 6.3 shall continue to be governed by the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms. Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Law. (b) Parent acknowledges and agrees that it shall, from and after the Closing, preserve and keep, or cause to be preserved and kept, all books and records (including Tax records) relating to pre-Closing periods in respect of the Company in the possession of Parent or its Affiliates for not less than five years. Parent shall, upon reasonable notice, only to the extent reasonably necessary in connection with audit, accounting or tax matters and subject to any applicable privilege (including the attorney-client privilege), give the Stockholders’ Representative and its authorized Representatives reasonable access during normal business hours to examine, inspect and copy such books and records; provided, however, that any such access shall be conducted in a manner not to interfere with the businesses or operations of Parent, the Ultimate Surviving Corporation or their Affiliates. (c) Parent and the Company have agreed on press releases to be issued by Parent and the Company, respectively, promptly following the execution of this Agreement. Following such initial press releases and prior to the Closing, no press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made, except as required by applicable Law or the rules of any applicable securities exchange, without the joint approval of Parent and the Company. After the Closing, Parent may issue any press release or make any other public announcement concerning this Agreement or the transactions contemplated herein.

Access to Information Public Announcements. (a) Upon reasonable advance written notice and subject to applicable Law, the Company shall afford Parent and its Representatives reasonable access under the supervision of the Key Individuals during normal business hours to its properties, books, records, Contracts, Permits, consultants and personnel (at a mutually convenient time), and shall furnish, and shall cause to be furnished, as promptly as practicable to Parent, all other information concerning the Company and its business, properties and personnel as Parent may reasonably request in writing for purposes of diligence, integration planning, financing and facilitating the transfer of the ownership of the Company and its properties and assets; provided, however, that the Company may restrict the foregoing access to the extent required by applicable Law or Contract to which the Company is a party (provided the Company uses reasonable efforts to obtain consent from the relevant counterparties and, failing that, redacts sensitive information and otherwise use commercially reasonable efforts to communicate the applicable information in a reasonable way that would not risk violating the applicable Law or Contract). All such access shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable confidentiality agreement with any Person. In conducting any inspection of any properties of the Company, Parent and its Representatives shall not unreasonably interfere with the business conducted at such property. All information obtained pursuant to this Section 6.3 shall continue to be governed by the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms. Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Law. (b) Parent acknowledges and agrees that it shall, from and after the Closing, preserve and keep, or cause to be preserved and kept, all books and records (including Tax records) relating to pre-Closing periods in respect of the Company and Company Subsidiaries in the possession of Parent or its Affiliates for not less than five years. Parent shall, upon reasonable notice, only to the extent reasonably necessary in connection with any third party indemnification matters pursuant to Article VIII, audit, accounting or tax matters and subject to any applicable privilege (including the attorney-client privilege), give the Stockholders’ Representative and its authorized Representatives reasonable access during normal business hours to examine, inspect and copy such books and records; provided, however, that any such access shall be conducted in a manner not to interfere with the businesses or operations of Parent, the Ultimate Surviving Corporation or their Affiliatesand the Company Subsidiaries. (cb) Parent and None of the Company have agreed on press releases to be issued by Parent and parties will issue or cause the Company, respectively, promptly following the execution publication of this Agreement. Following such initial press releases and prior to the Closing, no any press release or other public announcement related with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein shall be issued will prohibit any party hereto from issuing or made, except as required by applicable Law or the rules causing publication of any applicable securities exchange, without the joint approval of Parent and the Company. After the Closing, Parent may issue any such press release or make any other public announcement concerning this Agreement to the extent that such disclosure is upon advice of counsel required by Law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties hereto reasonable time to comment on such release or announcement in advance of its issuance or publication. The parties hereto shall issue a joint press release in connection with the consummation of the transactions contemplated hereinhereby on the Closing Date in form and substance mutually satisfactory to such parties. Notwithstanding anything herein to the contrary, following Closing and the public announcement of the Mergers, if any, the Stockholders’ Representative shall be permitted to announce that it has been engaged to serve as the Stockholders’ Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof.

Access to Information Public Announcements. 5.01 Access to Management, Properties and Records. (a) Upon reasonable advance written notice and subject to applicable LawFrom the date of this Agreement until the Closing Date, the Company shall afford Parent the officers, attorneys, accountants and its Representatives reasonable access under the supervision other authorized representatives of the Key Individuals Buyers free and full access upon reasonable notice and during normal business hours to its all management personnel, offices, properties, books, records, Contracts, Permits, consultants books and personnel (at a mutually convenient time), and shall furnish, and shall cause to be furnished, as promptly as practicable to Parent, all other information concerning records of the Company and its the Subsidiaries, so that the Buyers may have full opportunity to make such investigation as it shall desire to make of the management, business, properties and personnel as Parent may reasonably request in writing for purposes of diligence, integration planning, financing and facilitating the transfer of the ownership affairs of the Company and its properties the Subsidiaries, and assets; providedthe Buyers shall be permitted to make abstracts from, howeveror copies of, that all such books and records. The Company shall furnish to the Buyers such financial and operating data and other information as to the business of the Company may restrict and the foregoing access to Subsidiaries as the extent required by applicable Law or Contract to which the Company is a party (provided the Company uses reasonable efforts to obtain consent from the relevant counterparties and, failing that, redacts sensitive information and otherwise use commercially reasonable efforts to communicate the applicable information in a reasonable way that would not risk violating the applicable Law or Contract). All such access Buyers shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable confidentiality agreement with any Person. In conducting any inspection of any properties of the Company, Parent and its Representatives shall not unreasonably interfere with the business conducted at such property. All information obtained pursuant to this Section 6.3 shall continue to be governed by the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms. Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Lawrequest. (b) Parent acknowledges All information furnished pursuant to Section 5.01(a) (the "Information"), including but not limited to Information furnished to agents, representatives, attorneys and agrees that it shallaccountants (collectively "Representatives"), from and after the Closing, preserve and keep, or cause to be preserved and kept, all books and records (including Tax records) relating to pre-Closing periods in respect of by the Company in the possession or any of Parent or its Affiliates for not less than five years. Parent shall, upon reasonable notice, only to the extent reasonably necessary representatives shall be used solely in connection with auditthe consummation of the transactions contemplated by this Agreement and the Buyers shall transmit the Information only to those Representatives of the Buyers who have a need to know the Information. If the transactions contemplated by this Agreement do not occur, accounting the Information and all copies thereof, except for that portion of the Information which consists of analyses, compilations, data, studies or tax matters other documents prepared by the Buyers and subject to any applicable privilege (including the attorney-client privilege)Representatives, give the Stockholders’ Representative and its authorized Representatives reasonable access during normal business hours to examine, inspect and copy such books and records; provided, however, that any such access shall be conducted in a manner not returned by the Buyers and the Representatives without retaining any copies thereof, to interfere with the businesses or operations of Parent, the Ultimate Surviving Corporation or their AffiliatesCompany. (c) Parent If the Buyers, at their option and expense, elect within fifteen days following the date hereof, to have a report or reports prepared by an engineer or other professional selected by the Buyers, certifying that the Real Estate (i) materially complies with all applicable environmental and wetlands laws, rules and regulations and that there is not now, and never has been, manufacture, storage, or disposal of hazardous wastes at the Real Estate in violation of such laws, rules and regulations, (ii) materially complies with all applicable building, health and fire codes, and subdivision control laws, rules and regulations, and (iii) does not contain any friable asbestos, the Company shall cooperate with such engineer or professional to the extent necessary to prepare such reports, including, without limitation, providing such engineer or professional access to the Real Estate and necessary records, and arranging interviews with employees of the Company and the Subsidiaries. (d) The Company have agreed on press releases shall authorize the release to be issued by Parent the Buyers of all files pertaining to the business or operations of the Company and the Subsidiaries held by any governmental authorities, agencies or instrumentalities. The Company's authorization shall specifically waive all previous claims of privilege or other restrictions, respectivelyand in any case where a release by a present or former employee of the Company or any Subsidiary is necessary, promptly following the execution of this Agreement. Following Company shall exercise its best efforts to obtain such initial press releases and prior to the Closing, no press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made, except as required by applicable Law or the rules of any applicable securities exchange, without the joint approval of Parent and the Company. After the Closing, Parent may issue any press release or make any other public announcement concerning this Agreement or the transactions contemplated hereina release.

Access to Information Public Announcements. 4.1 The Buyer's Access to Management. Properties and Records (a) Upon reasonable advance written notice and subject to applicable LawFrom the date of this Agreement until the Closing Date, the Company shall afford Parent the officers, attorneys, accountants and its Representatives reasonable access under the supervision other authorized representatives of the Key Individuals Buyer free and full access upon reasonable notice and during normal business hours to its all management personnel, offices, properties, booksbooks and records of the Company, recordsso that the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, Contracts, Permits, consultants and personnel (at a mutually convenient time), and shall furnish, and shall cause to be furnished, as promptly as practicable to Parent, all other information concerning the Company and its business, properties and personnel as Parent may reasonably request in writing for purposes of diligence, integration planning, financing and facilitating the transfer of the ownership of the Company and its properties and assets; provided, however, that the Company may restrict the foregoing access to the extent required by applicable Law or Contract to which the Company is a party (provided the Company uses reasonable efforts to obtain consent from the relevant counterparties and, failing that, redacts sensitive information and otherwise use commercially reasonable efforts to communicate the applicable information in a reasonable way that would not risk violating the applicable Law or Contract). All such access shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable confidentiality agreement with any Person. In conducting any inspection of any properties affairs of the Company, Parent and its Representatives the Buyer shall not unreasonably interfere with the business conducted at be permitted to make abstracts from, or copies of, all such propertybooks and records. All information obtained pursuant to this Section 6.3 The Company shall continue to be governed by the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms. Notwithstanding anything finnish to the contrary herein, Buyer such financial and operating data and other information as to the Assets and the- business of the Company may satisfy its obligations set forth above by electronic means if physical access is not as the Buyer shall reasonably feasible or would not be permitted under the applicable Lawrequest. (b) Parent acknowledges and agrees that it shallThe Company shall authorize the release to the Buyer of all files pertaining to the Company, from and after the Closing, preserve and keep, Assets or cause to be preserved and kept, all books and records (including Tax records) relating to pre-Closing periods in respect the business or operations of the Company in held by any federal, state, county or local authorities, agencies or instrumentalities. 4.2 The Company's Access to Records From the possession date of Parent or its Affiliates for not less than five years. Parent shallthis Agreement until the Closing Date, the Buyer shall afford the officers, attorneys, accountants and other authorized representatives of the Company free and full access upon reasonable notice, only to the extent reasonably necessary in connection with audit, accounting or tax matters notice and subject to any applicable privilege (including the attorney-client privilege), give the Stockholders’ Representative and its authorized Representatives reasonable access during normal business hours to examineall historical financial statements of the Buyer as the Company shall reasonably request and to the business plan of the Buyer. 4.3 Confidentiality All information not previously disclosed to the public or generally known to persons engaged in the respective businesses of the Company or the Buyer which shall have been furnished by the Buyer or the Company to the other party in connection with the transactions contemplated hereby or as provided pursuant to this Section 4 shall not be disclosed to any person other than theft respective employees, inspect directors, attorneys, accountantsa or financial advisors or other than as contemplated herein. In the event that the transactions contemplated by this Agreement shall not be consummated, all such information which shall be in writing shall be returned to the party furnishing the same, including, to the extent reasonably practicable, all copies or reproductions thereof which may have been prepared, and copy such books and records; providedneither party shall at any time thereafter disclose to third parties, howeveror use, that directly or indirectly, for its own benefit, any such access shall be conducted in a manner not to interfere with information, written or oral, about the businesses or operations business of Parent, the Ultimate Surviving Corporation or their Affiliatesother party hereto. (c) Parent and the Company have agreed on press releases to be issued by Parent and the Company, respectively, promptly following the execution of this Agreement. Following such initial press releases and 4.4 Public Announcements The parties agree that prior to the Closing, no press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or madeClosing Date, except as otherwise required by applicable Law law, any and all public announcements or the rules of any applicable securities exchange, without the joint approval of Parent and the Company. After the Closing, Parent may issue any press release or make any other public announcement communications concerning this Agreement or and the transactions contemplated hereinpurchase of the Assets by the Buyer shall be subject to the approval of both parties, which approval shall not be unreasonably withheld.