Common use of Access to Premises and Information; Customers Clause in Contracts

Access to Premises and Information; Customers. (a) From the date hereof to the Final Closing Date, the Company shall give to, or cause to be made available for, the Buyer and its other Representatives and prospective lenders access to and the right, upon reasonable prior notice and in such a manner that does not disrupt the Sellers’ and the Transferred Companies’ businesses, to inspect during normal business hours all the properties, documents, Assigned Contracts, and Records of the Asset Sellers or Transferred Companies relating to the Business; provided that, subject to the final sentence of this Section 7.4(a), the parties shall maintain the confidentiality of any disclosed information to the extent set forth in the Confidentiality Agreement, dated June 22, 2012 (the “Confidentiality Agreement”), between an Affiliate of the Buyer and the Company, and the Buyer and the Company shall not seek or provide access to information if such disclosure would, in the good faith reasonable belief of the Company, result in or constitute (i) a waiver of attorney-client privilege or other privilege of the Company or any of its Affiliates, (ii)a violation of applicable Law or (iii) a breach of contract, except that, the Company shall be required to disclose any such information under clauses (i) and (ii) if the Buyer is willing to enter into a joint defense agreement on customary terms and conditions with the Company and/or any applicable Affiliates regarding the matters relating to such disclosure or provide that such information is shared on an “outside counsel” basis. If such access is restricted due to a term in an Assigned Contract, the Company shall use its commercially reasonable efforts to secure consent from the other party to such an Assigned Contract to provide such access. The execution of this Agreement shall constitute written consent by the Company pursuant to the Confidentiality Agreement (x) to all actions of the Buyer and its Affiliates expressly permitted or contemplated by this Agreement and the Transaction Documents, (y) to waive the limitations contained in the Confidentiality Agreement to the extent (and only to the extent) that such limitations restrict contacting and working with financing sources, their Affiliates, advisors and representatives, and (z) subject to Section 10.1, to acknowledge that Section 5 of the Confidentiality Agreement shall be of no further force and effect. (b) Except as described in Section 6.1(o), until the Initial Closing, none of the Buyer or any of its individual Representatives working on its behalf in connection with the Contemplated Transactions will, directly or indirectly, communicate with the Employees (other than the Employees described on Schedule 7.4(b)(i)) and suppliers and customers of the Business relating to this Agreement and the Contemplated Transactions without first obtaining the prior consent of the Persons identified on Schedule 7.4(b)(ii), which consent may require that the communication be undertaken jointly with the Company and which will not be unreasonably or unnecessarily withheld, delayed or conditioned.

Access to Premises and Information; Customers. (a) From the date hereof to the Final Closing Date, the Company shall give to, or cause to be made available for, the Buyer and its other Representatives and prospective lenders representatives (including the Lenders) reasonable access to and the right, upon reasonable prior notice and in such a manner that does not disrupt the Sellers’ and or the Transferred Sold Companies’ or the Sold Subsidiaries’ businesses, to inspect during normal business hours all the properties, documents, Assigned Contracts, and Business Records of the Asset Sellers or Transferred Sellers, the Sold Companies and the Sold Subsidiaries relating to the Business; provided that, subject to the final sentence of this Section 7.4(a), that the parties shall maintain the confidentiality of any disclosed information to the extent set forth in the Confidentiality Confidential Disclosure Agreement, dated June 22August 15, 2012 2018 (the “Confidentiality Agreement”), between an Affiliate of the Buyer among Kofax, Inc., Xxxxx Xxxxx, LLC and the Company, and the Buyer and the Company shall not seek or provide access to information if such disclosure would, in the good faith reasonable belief of the Company, result in or constitute matters that (i) a waiver relate to the auction or sale process related to the Business, (ii) disclosure of which might affect attorney-client privilege privilege, work product doctrine or other privilege or similar doctrine existing for the benefit of the Company or any of its Affiliates, Subsidiaries or (ii)a iii) might be expected to result in or constitute a violation of applicable Law or (iii) a breach of contract, except ; provided that, in the Company event such access or inspection could reasonably be expected to violate any Law or Contract or jeopardize any attorney-client privilege, work product doctrine or other privilege or similar doctrine, the parties shall be required take all reasonable measures to disclose permit the compliance with such obligations in a manner that avoids any such information under clauses (i) and (ii) if the Buyer is willing to enter into a joint defense agreement on customary terms and conditions with the Company and/or any applicable Affiliates regarding the matters relating to such disclosure harm or provide that such information is shared on an “outside counsel” basisconsequence. If such access is restricted due to a term in an Assigned a Contract, the Company shall use its commercially reasonable efforts to secure consent from the other party to such an Assigned Contract to provide such access. The execution of this Agreement shall constitute written consent by the Company pursuant to the Confidentiality Agreement (x) to all actions of the Buyer and its Affiliates expressly permitted or contemplated by this Agreement and the Transaction Documents, (y) to waive the limitations contained in the Confidentiality Agreement to the extent (and only to the extent) that such limitations restrict contacting and working with financing sources, their Affiliates, advisors and representatives, and (z) subject to Section 10.1, to acknowledge that Section 5 of the Confidentiality Agreement shall be of no further force and effect. (b) Except as described in Section 6.1(o), until the Initial Closing, none of the The Buyer or any of its individual Representatives working on its behalf in connection with the Contemplated Transactions will, directly or indirectly, will not communicate with the Employees (other than the Employees described persons listed on Schedule 7.4(b)(iAnnex 1.1(ppp)(a)) ), customers, suppliers, vendors and suppliers and customers other commercial relations of the Business relating to this Agreement and the Contemplated Transactions without first obtaining the prior written consent of the Persons identified on Schedule 7.4(b)(ii)Company, which consent may require that the communication be undertaken jointly with the Company and which will not be unreasonably or unnecessarily withheld, delayed or conditionedCompany.

Access to Premises and Information; Customers. (a) From the date hereof to the Final Closing Date, the Company shall give to, or cause to be made available for, the Buyer and its other Representatives and prospective lenders representatives reasonable access to and the right, upon reasonable prior notice and in such a manner that does not disrupt the Sellers’ and or the Transferred Sold Companies’ or the Sold Subsidiaries’ businesses, to inspect during normal business hours all the properties, documents, Assigned ContractsContracts and Business Records (including, for the avoidance of doubt, any Tax Returns and Records Tax books and records, together with any note papers or work papers related thereto) of the Asset Sellers Sellers, the Sold Companies and the Sold Subsidiaries, or Transferred Companies otherwise relating to the Business; provided that, subject to the final sentence of this Section 7.4(a), that the parties shall maintain the confidentiality of any disclosed information to the extent set forth in the Confidentiality Agreement, dated June 22September 20, 2012 2016, as amended (the “Confidentiality Agreement”), between an Affiliate of the Buyer and the Company, and the Buyer and the Company shall not seek or provide access to information if such disclosure would, in the good faith reasonable belief of the Company, result in or constitute matters that (i) a waiver relate to the auction or sale process related to the Business, (ii) disclosure of which might affect attorney-client privilege or other privilege of the Company or any of its AffiliatesSubsidiaries, or (ii)a iii) might be expected to result in or constitute a violation of applicable Law or (iii) a breach of contract; provided that the Buyer may disclose such information to its Debt Financing Sources (and their respective counsel, except that, auditors and other professional advisors and such parties shall constitute “Representatives” pursuant to the Company Confidentiality Agreement and shall be required subject to disclose any such information under clauses (i) and (ii) if the Buyer is willing to enter into a joint defense agreement on customary terms and conditions with the Company and/or any applicable Affiliates regarding the matters relating to such disclosure or provide that such information is shared on an “outside counsel” basisthereof). If such access is restricted due to a term in an Assigned Contract, the Company shall use its commercially reasonable efforts to secure consent from the other party to such an Assigned Contract to provide such access. The execution of this Agreement shall constitute written consent by the Company pursuant to the Confidentiality Agreement (x) to all actions of the Buyer and its Affiliates expressly permitted or contemplated by this Agreement and the Transaction Documents, (y) to waive the limitations contained in the Confidentiality Agreement to the extent (and only to the extent) that such limitations restrict contacting and working with financing sources, their Affiliates, advisors and representatives, and (z) subject to Section 10.1, to acknowledge that Section 5 of the Confidentiality Agreement shall be of no further force and effect. (b) Except as described in Section 6.1(o), until the Initial Closing, none of the The Buyer or any of its individual Representatives working on its behalf in connection with the Contemplated Transactions will, directly or indirectly, will not communicate with the Employees (other than the Employees described on Schedule 7.4(b)(i)) and suppliers and customers of the Business relating to this Agreement and the Contemplated Transactions without first obtaining the prior written consent of the Persons identified on Schedule 7.4(b)(ii)Company, which consent may require that the communication be undertaken jointly with the Company. (c) The Parties will use commercially reasonable efforts to coordinate with each other (including, in the case of the Buyer, its Affiliates and their respective portfolio companies) as to any government contract administration matters that may arise prior to the Closing, including any organizational conflict of interest disclosures; provided that the Company and which will not be unreasonably its Subsidiaries shall have no Liability with respect to any organizational conflict of interest arising from or unnecessarily withheldrelated to any facts, delayed circumstances or conditionedother considerations relating to the Buyer and its pre-Closing Affiliates and the Contemplated Transactions.

Access to Premises and Information; Customers. (a) From Following the date hereof of this Agreement and prior to the Final earlier of the Closing Dateor the termination of this Agreement pursuant to Article XI, the Company shall give to, or cause to be made available for, the Buyer and its other Affiliates, Subsidiaries and Representatives and prospective lenders reasonable access to and the right, upon reasonable prior notice and in such a manner that does not disrupt the Sellers’ and or the Transferred Sold Companies’ or the Sold Subsidiaries’ businesses, to inspect during normal business hours all books and records (including information with respect to the propertiesCompany’s standard accounting policies as necessary to calculate Closing Working Capital), documents, Assigned Contracts, and Records personnel (including as set forth on Section 3.16(a) of the Asset Sellers or Transferred Disclosure Letter) and Leased Real Property of the Sellers, the Sold Companies and the Sold Subsidiaries relating to the Business; provided thatprovided, subject to the final sentence that such access shall not include any environmental sampling of this Section 7.4(a)any Leased Real Property; and provided, further, that the parties shall maintain the confidentiality of any disclosed information to the extent set forth in the Confidentiality Agreement, dated June 22November 20, 2012 2019 (the “Confidentiality Agreement”), between an Affiliate of the Buyer and the Company, and and, subject to the immediately following proviso, the Buyer and the Company shall not seek or provide nor have the right to be provided access to information if such disclosure would, in the good faith reasonable belief of the Company, result in matters or constitute documents that (i) a waiver relate to the auction or sale process related to the Business, (ii) disclosure of which might affect attorney-client privilege or any other applicable privilege of the Company or any of its Affiliates, or (ii)a iii) might be expected to result in or constitute a violation of applicable Law or breach of Contract; provided, that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide access to such matters or documents referred to in the foregoing clauses (ii) or (iii) in a breach manner that does not result in a waiver of contract, except thatsuch privilege or a violation of such Contract or Law. (b) Upon the Closing, the Company Confidentiality Agreement shall be required terminate other than with respect to disclose any such information under clauses to the extent relating to the Excluded Businesses. The Buyer acknowledges and agrees that (i) any and all information provided to it or its Affiliates, Subsidiaries or Representatives to the extent relating to the Excluded Businesses shall remain subject to the terms and conditions of the Confidentiality Agreement from and after the Closing, and (ii) if this Agreement is terminated prior to Closing pursuant to and in accordance with the Buyer is willing to enter into a joint defense agreement on customary terms and conditions with the Company and/or any applicable Affiliates regarding the matters relating to such disclosure or provide that such information is shared on an “outside counsel” basis. If such access is restricted due to a term in an Assigned Contractof Article XI, the Company shall use its commercially reasonable efforts to secure consent from the other party to such an Assigned Contract to provide such access. The execution of this Agreement shall constitute written consent by the Company pursuant to the Confidentiality Agreement (x) to all actions of the Buyer and its Affiliates expressly permitted or contemplated by this Agreement and the Transaction Documents, (y) to waive the limitations contained in the Confidentiality Agreement to the extent (and only to the extent) that such limitations restrict contacting and working with financing sources, their Affiliates, advisors and representatives, and (z) subject to Section 10.1, to acknowledge that Section 5 of the Confidentiality Agreement shall be of no further continue in full force and effecteffect in accordance with its terms. (bc) Except as described in Section 6.1(o), until Following the Initial Closing, none date of this Agreement and prior to the earlier of the Closing or the termination of this Agreement pursuant to Article XI, the Buyer or any of its individual Representatives working on its behalf in connection with the Contemplated Transactions will, directly or indirectly, will not communicate with the Employees (other than the Employees described on Schedule 7.4(b)(i)) and suppliers and customers of the Business relating to this Agreement and the Contemplated Transactions without first obtaining the prior written consent of the Persons identified on Schedule 7.4(b)(ii)Company, which consent may require that the communication be undertaken jointly with the Company and which will shall not be unreasonably or unnecessarily withheld, delayed conditioned or conditioneddelayed.