Common use of Access to Personnel and Property Clause in Contracts

Access to Personnel and Property. From and after the Separation Time until the sixth anniversary of the Separation Time, each of Entergy and TransCo shall afford to the other, at such requesting Party’s expense on a time and materials basis, and its Representatives, reasonable access during normal business hours, subject to the restrictions for privileged or Confidential Information set forth in this Agreement and to the requirements of any applicable state and/or federal regulation such as a code of conduct or standard of conduct (provided, that the Parties will arrange for appropriate substitute access of disclosure to the extent necessary to comply with any such regulation), to the personnel, properties, and, in connection with access to such personnel and properties, Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, upon the reasonable prior written request by such Party for access to specific and identified personnel, properties and Information, and only for the duration such access is reasonably requested by the other Party, and (i) relates to such other Party or, in the case of requests from Entergy, the Transmission Assets prior to the Separation Time, and in the case of requests from TransCo, the Transmission Business, prior to the Separation Time or (b) is reasonably required by a Party to perform its obligations under any Ancillary Agreement to which such Party or any of its Affiliates is a party; provided, however, that the Party providing such access may require that such Representatives execute a confidential non-disclosure agreement agreeing to be bound by the provisions of this Article VII, unless such individual is already subject to a non-disclosure agreement containing at least substantially the same terms and conditions as this Article VII with respect to Confidential Information; and provided, further, that nothing in this Section 7.02 shall be deemed to grant TransCo or any TransCo Sub any license, easement, servitude or similar right with respect to any real property that is an Excluded Asset.

Access to Personnel and Property. From and after the Separation Time until the sixth (6th) anniversary of the Separation TimeDate, each of Entergy Parent, on the one hand, and TransCo NewCo, on the other hand, shall afford to the otherother (the “Requesting Party”), at such requesting Requesting Party’s expense on a time and time-and-materials basis, and its Representatives, reasonable access during normal business hoursupon reasonable advance written notice, subject such notice to the restrictions for privileged or Confidential Information set forth in this Agreement and to the requirements of any applicable state and/or federal regulation such as a code of conduct or standard of conduct (provided, that the Parties will arrange for appropriate substitute access of disclosure to the extent necessary to comply with any such regulation), to specifically identify the personnel, properties, property and, in connection with access to such personnel and properties, Information that are the subject of the request, solely during normal business hours and for the duration reasonably requested by the Requesting Party, and subject to the restrictions for Privileged Information or Confidential Information set forth herein, to the personnel, properties, and Information of such Party and its Subsidiaries insofar as such access is (a) reasonably required by the other Party, upon the reasonable prior written request by such Requesting Party for access to specific and identified personnel, properties and Information, and only for the duration such access is reasonably requested by the other Party, and (ib) in the case of Parent, relates to such other Party the Energy Supply Assets, Energy Supply Liabilities or the Energy Supply Business prior to the Separation Time or, in the case of requests from EntergyNewCo, relates to the Energy Supply Assets, the Transmission Assets prior to Energy Supply Liabilities or the Separation Time, and in the case of requests from TransCo, the Transmission Energy Supply Business, prior to the Separation Time or (b) is reasonably required by a Party to perform its obligations under any Ancillary Agreement to which such Party or any of its Affiliates is a party; provided, however, that (i) the Party providing such access may require that any such Representatives execute a confidential non-disclosure agreement agreeing to be bound by restrictions similar to those set forth in Section 7.01, (ii) such access does not unreasonably interfere with the provisions normal operations of such Party and (iii) nothing in this Article VIISection 7.02 shall require a Party to provide access, unless such individual is already subject or disclose Information to a non-Requesting Party if such access or disclosure agreement containing at least substantially the same terms and conditions as this Article VII with respect would reasonably be expected to Confidential Information(x) waive any legal privilege or (y) be in violation of applicable Law; and provided, further, that nothing in this Section 7.02 shall be deemed to grant TransCo or any TransCo Sub member of the Energy Supply Group any license, easement, servitude or similar right with respect to any real property that is an Excluded Asset.

Access to Personnel and Property. From and after the Separation Time until the sixth anniversary of the Separation Time, each of Entergy Xxxxxxx and TransCo Newco shall afford to the otherother and the Representatives of each, at such requesting Party’s expense on a time and materials basis, and its Representatives, reasonable access during normal business hours, subject to the restrictions for privileged or Confidential Information set forth in this Agreement and to the requirements of any applicable state and/or federal regulation Law (including, without limitation, any applicable requirements relating to privacy or disclosure of personal information) such as a code of conduct or standard of conduct (provided, however, that the Parties will arrange for appropriate substitute access of disclosure to the extent necessary to comply with any such regulation), to the personnel, properties, and, in connection with access to such personnel and properties, Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, upon the reasonable prior written request by such Party for access to specific and identified personnel, properties and Information, and only for the duration such access is reasonably requested and required by the other Party, and (ia) relates to such other Party or, in the case of requests from EntergyXxxxxxx, the Transmission Communications Assets prior to the Separation TimeTime solely as may be reasonably necessary in connection with the prosecution or defense of any Action for which the requesting Party may have Liability under this Agreement (except for claims, demands or Actions between members of each Group), and in the case of requests from TransCoNewco, the Transmission Communications Business, prior to the Separation Time or (b) is reasonably required by a Party to perform its obligations under any Ancillary Agreement to which such Party or any of its Affiliates is a party; provided, however, that the Party providing such access may require that such Representatives execute a confidential non-disclosure agreement agreeing to be bound by the provisions of this Article VIIV, unless such individual is already subject to a non-disclosure agreement containing at least substantially the same terms and conditions as this Article VII V with respect to Confidential Information; and provided, further, that nothing in this Section 7.02 5.01 shall be deemed to grant TransCo Newco or any TransCo Newco Sub any license, easement, servitude or similar right with respect to any real property that is an Excluded Asset; provided, further, that the requesting Party shall reimburse the other Party for the time expended by its employees in connection therewith in an amount determined by such other Party in good faith.

Access to Personnel and Property. From and after the Separation Time until the sixth anniversary of the Separation Effective Time, each of Entergy and TransCo Enexus shall afford to the other, at such requesting Party’s expense on a time and materials basis, other and its Representativesauthorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to the restrictions for classified, privileged or Confidential Information set forth in this Agreement and to the requirements of any applicable state and/or federal regulation such as a code Code of conduct Conduct or standard Standard of conduct (provided, that the Parties will arrange for appropriate substitute access of disclosure to the extent necessary to comply with any such regulation)Conduct, to the personnel, properties, and, in connection with access to such personnel and properties, Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, upon the reasonable prior written request by such Party for access to specific and identified personnel, properties and Information, and only for the duration such access is reasonably requested by the other Partyrequired, and (i) relates to (x) such other Party or, in or the case conduct of requests from Entergy, the Transmission Assets its business prior to the Separation Time, and in the case of requests from TransCo, the Transmission Business, prior to the Separation Effective Time or (by) is reasonably required by a Party subject to perform its obligations under Section 8.7, any Ancillary Agreement to which each of the Party requesting such access and the Party requested to grant such access are Parties. Nothing in this Section 8.2 shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that it is necessary for a Party to disclose any such third party information, such Party shall obtain such third party’s Consent prior to the disclosure of such information. Each of Entergy and Enexus shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information of their obligation to hold such information confidential to the same extent as is applicable to the Parties and shall be responsible for any of its Affiliates is a partyfailure by such Persons to comply with such obligations; provided, however, that the Party providing such access to Information may require that such Representatives officers, employees, agents, consultants, advisors, authorized accountants and other designated representatives execute a confidential non-disclosure agreement agreeing to be bound by the provisions of this Article VIISection 8.2, unless such individual is already subject to a non-disclosure agreement containing at least substantially the same terms and conditions as this Article VII with respect to Confidential Information; and provided, further, that nothing in this Section 7.02 shall be deemed to grant TransCo or any TransCo Sub any license, easement, servitude or similar right with respect to any real property that is an Excluded Asset8.2.

Access to Personnel and Property. From and after the Separation Time until the sixth anniversary of the Separation Time, each of Entergy and TransCo shall afford to the other, at such requesting Party’s expense on a time and materials basis, and its Representatives, reasonable access during normal business hours, subject to the restrictions for privileged or Confidential Information set forth in this Agreement and to the requirements of any applicable state and/or federal regulation such as a code of conduct or standard of conduct (provided, that the Parties will arrange for appropriate substitute access of disclosure to the extent necessary to comply with any such regulation), to the personnel, properties, and, in connection with access to such personnel and properties, Information of such Party and its Table of Contents Subsidiaries insofar as such access is reasonably required by the other Party, upon the reasonable prior written request by such Party for access to specific and identified personnel, properties and Information, and only for the duration such access is reasonably requested by the other Party, and (i) relates to such other Party or, in the case of requests from Entergy, the Transmission Assets prior to the Separation Time, and in the case of requests from TransCo, the Transmission Business, prior to the Separation Time or (b) is reasonably required by a Party to perform its obligations under any Ancillary Agreement to which such Party or any of its Affiliates is a party; provided, however, that the Party providing such access may require that such Representatives execute a confidential non-disclosure agreement agreeing to be bound by the provisions of this Article VII, unless such individual is already subject to a non-disclosure agreement containing at least substantially the same terms and conditions as this Article VII with respect to Confidential Information; and provided, further, that nothing in this Section 7.02 shall be deemed to grant TransCo or any TransCo Sub any license, easement, servitude or similar right with respect to any real property that is an Excluded Asset.