Common use of Access to Premises and Information Clause in Contracts

Access to Premises and Information. During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 10.1, the Acquired Companies will provide the Buyers and their respective Representatives and prospective financing sources with reasonable access during normal business hours and upon reasonable notice to the offices, personnel, properties, books and records of the Acquired Companies and their respective Subsidiaries; provided that such access does not unreasonably interfere with the normal operations of the Acquired Companies and their respective Subsidiaries; provided further that all requests for such access will be directed to Xxxx Xxxxxx or 50 such other Person as the Acquired Companies may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Acquired Companies will not be required to disclose any information to the Buyers if such disclosure would, in the good faith judgment of the Acquired Companies, be reasonably likely to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior to the date hereof; provided, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers and use reasonable efforts to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.1, and the Buyers may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely in connection with the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement, dated October 27, 2011, among Crane, Xxxx Capital Partners, LLC and Advantage Partners, LLP (as amended from time to time, the “Confidentiality Agreement”).

Access to Premises and Information. During the period Upon reasonable notice from the date of this Agreement until time to time prior to the Closing or Date, the earlier termination of this Agreement pursuant to Section 10.1, Seller and the Acquired Companies will provide permit the Buyers Buyer and their respective its Representatives and prospective financing sources with to have reasonable access during normal business operating hours and upon reasonable notice to the offices, personnel, properties, records and books and records of account of the Acquired Companies and their respective Subsidiariesthe Business, including any Business Records to be included in the Transferred Assets and including other related information relating to the Business as the Buyer and its Representatives may reasonably request (the “Records”) and to the premises of either Acquired Company and the Owned Premises and senior management of the Acquired Companies and, to the extent applicable, the Seller during normal business hours; provided provided, however, that such access does the Buyer and its Representatives shall not unreasonably interfere with disrupt the normal personnel and operations of the Acquired Companies or the Seller. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Solera Holdings, Inc. and their respective Subsidiaries; provided further that all requests for such access will be directed to Xxxx Xxxxxx or 50 such other Person as the Acquired Companies may designate in writing from time to timeSeller, dated February 5, 2014 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this AgreementSection 8.1, the Acquired Companies will may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreement or undertaking with a third party, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Seller after consultation with counsel, would reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Seller in good faith after consultation with counsel, would reasonably be expected to conflict with applicable Legal Requirements. In the event that any of the Acquired Companies or the Seller does not be required provide -41- access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts at the Buyer’s expense to disclose any communicate the applicable information to the Buyers if Buyer in a way that would not violate the applicable Legal Requirements or obligation or waive any such disclosure wouldprivilege, in the good faith judgment including entering into a joint defense agreement or other arrangement to avoid loss of the Acquired Companies, be reasonably likely to (a) jeopardize any attorney-client privilege, or other legal privilege or (b) contravene any make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply, including adopting additional specific procedures to protect the confidentiality of certain sensitive material and to ensure compliance with applicable Legal Requirements, fiduciary duty or binding agreement entered into prior and, if necessary, restricting review of certain sensitive material to the date hereof; provided, however, that, receiving party’s financial advisors or outside legal counsel. Prior to the extent possibleClosing, the Seller and the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers shall, and shall cause their Representatives to, use commercially reasonable efforts to provide cooperate with Buyer in connection with (i) the Buyers arrangement of any debt financing for purposes of the Contemplated Transactions (with the understanding that no such other documents and information as may debt financing shall be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as a condition to the accuracy Closing) and (ii) the preparation of any information (if any) provided pursuant forms, reports and other filings required to this Section 8.1, and be made by Buyer under the Buyers may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely Exchange Act in connection with the transactions contemplated hereby, and will be governed by all if any. Notwithstanding the terms and conditions foregoing, nothing in this Section 8.1 shall require any action or cooperation of the Confidentiality Agreement, dated October 27, 2011, among Crane, Xxxx Capital Partners, LLC and Advantage Partners, LLP (as amended from time to timeSeller, the “Confidentiality Agreement”)Acquired Companies or the Other PGW Entities to the extent that it would or would reasonably be expected to (i) require the Seller, the Acquired Companies or any of the Other PGW Entities to expend money or incur obligations or liabilities or (ii) unreasonably interfere with the operations of the business of the Seller, the Acquired Companies or any of the Other PGW Entities, including (without limitation) the Business. 8.2.

Access to Premises and Information. During the period from the date of this Agreement until On, prior to and after the Closing or the earlier termination Date, each party hereto will permit any other party hereto and each of this Agreement pursuant its authorized representatives to Section 10.1, the Acquired Companies will provide the Buyers and their respective Representatives and prospective financing sources with have reasonable access during normal business operating hours to Records in possession of such party that reasonably relate to the conduct or operations on or prior to the Closing Date of the Business, including without limitation Records in respect of accounts payable and upon reasonable general ledgers. Each party agrees that it may not dispose of or transfer to a third party such Records unless it provides thirty days' written notice to the other party and enters into a written agreement with the transferee that provides that such transferee shall give Buyer and Seller access to such Records that is equal in scope to the access provided to Seller and Buyer pursuant to the terms of this Agreement. In addition, subject to receiving prior approval from John X. Xxxxxx xx Terrxxxx X. Xxxxxxx (xxich approval will not be unreasonably withheld), prior to the Closing Date Seller will permit the officers, attorneys, accountants, prospective lenders and other authorized representatives and professionals of Buyer access during normal operating hours to all management personnel, offices, personnel, properties, books and records of Seller relating to the Acquired Companies and their respective Subsidiaries; provided Business, so that Buyer may have full opportunity to make such access does not unreasonably interfere with the normal operations investigation as it reasonably desires of the Acquired Companies management, business, properties and their respective Subsidiaries; provided further that affairs of the Business, and Buyer shall (at its expense) be permitted to make abstracts from, or copies of, all requests for such books and records. Seller shall allow access sufficient to allow Buyer or its representatives to conduct such environmental site assessment (including subsurface investigation) as it deems appropriate. Each party will be directed maintain the Records received pursuant to Xxxx Xxxxxx this Agreement (in the case of Buyer) or 50 such other Person as held by it (in the Acquired Companies may designate in writing from time to time. Notwithstanding anything case of Seller) relating to the contrary in this AgreementBusiness for a period of five (5) years and will, the Acquired Companies will not be required to disclose any information during regular business hours and upon reasonable notice, furnish reasonable access thereto to the Buyers if such disclosure wouldother party for audit, in the good faith judgment of the Acquired Companiestax, accounting or legal purposes. Each party shall be reasonably likely entitled to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior to the date hereof; provided, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature make copies at its own expense of any such materials not disclosed records. If a party proposes to destroy any such records within such 5-year period, such party will notify the Buyers other party and use reasonable efforts deliver to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.1party, and the Buyers may not rely on the accuracy of at such other party's expense, any such information, in each case Records as such other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely in connection with the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement, dated October 27, 2011, among Crane, Xxxx Capital Partners, LLC and Advantage Partners, LLP (as amended from time to time, the “Confidentiality Agreement”)party requests.

Access to Premises and Information. During the period from (i) From the date of this Agreement hereof until the Closing Date, or the earlier termination of this Agreement pursuant to Section 10.1Agreement, the Acquired Companies will provide the Buyers Sellers shall permit Purchasers and their respective Representatives and prospective financing sources with representatives to have reasonable access during normal business hours and upon reasonable notice to the officesReal Property (including for the purposes of conducting a Phase I environmental site assessment, personnelwhich shall not include any monitoring or any type of sample collection), properties, books and records to the Business Records as shall be reasonably requested to verify the accuracy of the Acquired Companies representations and their respective Subsidiaries; provided that such access does not unreasonably interfere with the normal operations warranties of the Acquired Companies and their respective Subsidiaries; provided further that all requests for such access will be directed to Xxxx Xxxxxx or 50 such other Person as the Acquired Companies may designate in writing from time to time. Notwithstanding anything to the contrary Sellers contained in this Agreement, to verify that the Acquired Companies will covenants of Sellers contained in this Agreement have been completed and to determine whether the conditions set forth in Section 5.2 have been satisfied (provided, however, Sellers shall not be required by this Section 3.3(e)(i) to provide Purchasers and/or their respective representatives with access to or to disclose any information (x) that is subject to the Buyers if such terms of a confidentiality agreement with a third party, (y) the disclosure would, in the good faith judgment of the Acquired Companies, be reasonably likely which would violate any Legal Requirement or fiduciary duty or (z) that is subject to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior privilege); provided that in each such instance in which Purchasers intend to enter the date hereof; provided, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers and use reasonable efforts to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided Real Property pursuant to this Section 8.13.3(e)(i), (i) Purchasers notify Sellers in writing of its intent to enter the Real Property to conduct its due diligence not less than forty-eight (48) hours prior to such entry; (ii) such entry shall be during normal business hours; (iii) the date and time period are scheduled with Sellers (which shall act reasonably in such scheduling); (iv) Sellers shall have the Buyers may not rely on right to have a representative present at the accuracy time of any such informationdiscussion or entry upon the Real Property; and (v) Purchasers shall not in any event conduct any invasive testing or invasive investigation or sampling of any environmental media or building materials with respect to the Real Property. Notwithstanding the foregoing, in each case other than as expressly set forth in (A) Purchasers shall not have the Acquired Companies representations right to interview the tenants under Leases or any employee without the prior written consent of Sellers not to be unreasonably withheld, conditioned or delayed and warranties contained in Article 3. The information provided pursuant (B) Purchasers’ rights of access hereunder shall be subject to this Section 8.1 will be used solely in connection with the transactions contemplated hereby, and will be governed by all the terms and conditions limitations of, and rights of tenants under, any Leases. In the event Purchasers are granted permission to conduct an inspection Purchasers shall conduct such inspection so as to minimize interference with the Business and the use of the Confidentiality AgreementReal Property by any of the tenants, dated October 27employees, 2011invitees and patients of the Facilities. Failure of Sellers to grant Purchasers access to a Real Property due to Sellers’ obligations under or, among Cranerestrictions contained in the Leases, Xxxx Capital Partnersor as a result of requirements of law, LLC and Advantage Partners, LLP (as amended from time shall not constitute a breach of this Section 3.3(e) or this Agreement by Sellers if Sellers are acting reasonably. Sellers shall use commercially reasonable efforts to time, the “Confidentiality Agreement”)arrange for such access.

Access to Premises and Information. (a) During the period from commencing on the date of this Agreement until the Closing or hereof and ending on the earlier to occur of the termination of this Agreement pursuant and the Closing, subject to Section 10.1applicable Law, the Acquired Companies will provide the Buyers Cinemark shall, and shall cause its Subsidiaries and Cinemark's and its Subsidiaries' officers, directors, employees, agents representatives, accountants and counsel to: (i) permit Buyer and its counsel, accountants, consultants, financial advisors, agents and other representatives (including its financing sources and their respective Representatives counsel, accountants, and prospective financing sources with other representatives) (including Buyer, collectively, "BUYER REPRESENTATIVES") to have reasonable access during normal business hours and access, upon reasonable notice advance notice, to (A) the officespremises of Cinemark and its Subsidiaries; (B) the books, personnelContracts, properties, books Leases and records of the Acquired Companies Cinemark and their respective its Subsidiaries; provided and (C) the officers and directors of Cinemark and its Subsidiaries and other employees, agents, business relations, accountants and counsel of Cinemark or any of its Subsidiaries who have knowledge relating to Cinemark or any of its Subsidiaries or their businesses; and (ii) furnish to Buyer Representatives such information regarding the business of Cinemark and its Subsidiaries as Buyer may reasonably request, in each case to the extent that such access does not unreasonably interfere with the normal business or operations of the Acquired Companies and their respective Cinemark or any of its Subsidiaries; provided further that all requests for such access will be directed to Xxxx Xxxxxx or 50 such other Person as the Acquired Companies may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Acquired Companies will not be required to disclose any information to the Buyers if such disclosure would, in the good faith judgment of the Acquired Companies, be reasonably likely to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior to the date hereof; provided, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers and use reasonable efforts to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.1, and the Buyers may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely in connection Buyer Representatives comply with the transactions contemplated hereby, confidentiality obligations contained herein and will be governed by all the terms and conditions of in the Confidentiality Agreement, dated October 27and provided further that the foregoing shall not (I) require Cinemark to permit any inspection, 2011or to disclose any information, among Cranethat in its reasonable judgment would violate any of Cinemark's obligations with respect to confidentiality, Xxxx Capital Partnersprovided that at the reasonable request of Buyer, LLC and Advantage PartnersCinemark shall use commercially reasonable efforts to have any such obligations waived or (II) require any disclosure by Cinemark that would, LLP (as amended from time to timea result of such disclosure, have the “Confidentiality Agreement”)effect of causing the waiver of any legal privilege.