Common use of Access to Properties, Books and Records Clause in Contracts

Access to Properties, Books and Records. From the date of this Agreement until the earlier of the Effective Time or the time this Agreement is terminated in accordance with Article 7, the Company will, and will cause each of its subsidiaries to, give representatives of Acquisition, and representatives of any lenders from which Acquisition is obtaining financing for the transactions which are the subject of this Agreement or financing for the Surviving Corporation after the Merger, full access during normal business hours to all of their respective properties, books and records. Acquisition will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of the Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Acquisition from a third party which, insofar as Acquisition is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Acquisition or its affiliates (which includes the Three Cities Funds and Three Cities Research, Inc.) before it was made available to Acquisition or its representative by the Company or a subsidiary, (iv) otherwise is independently developed by Acquisition or its affiliates, or (v) Acquisition reasonably believes (after consultation with the Company and its counsel) is required to be included in the Offering Documents, the Schedule 14D-9 or the Proxy Statement. If this Agreement is terminated prior to the Effective Time, Acquisition will, at the request of the Company, deliver to the Company all documents and other material obtained by Acquisition from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Acquisition.

Access to Properties, Books and Records. (a) From the date of this Agreement until the Merger Date or such earlier of the Effective Time or the time date as this Agreement is terminated in accordance with Article 7terminated, the Company will, and will cause each of its subsidiaries to, give representatives of Acquisition, and representatives of any lenders from which Acquisition is obtaining financing for the transactions which are the subject of this Agreement or financing for the Surviving Corporation after the Merger, full access during normal business hours to all of their respective properties, books and records. Until the Effective Time or, if the Merger does not take place, until the second anniversary of the date of this Agreement, Acquisition will, and will cause its representatives to, hold all information it receives its representatives receive as a result of its their access to the properties, books and records of the Company or its subsidiaries in confidence, and not use any of that information for any purpose except in connection with the transactions which are the subject of this Agreement (including confirming the accuracy of representations and warranties of the Company and other information about the Company contained in this Agreement), except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Acquisition from a third party which, insofar as Acquisition is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Acquisition or its affiliates (which includes the Three Cities Funds and Three Cities Research, Inc.) before it was made available to Acquisition or its representative by the Company or a subsidiary, or (iv) otherwise is independently developed by Acquisition or its affiliatesan affiliate of, or (v) Acquisition reasonably believes (after consultation with the Company and its counsel) is required to be included in the Offering Documentsadvisor to, the Schedule 14D-9 or the Proxy StatementAcquisition. If this Agreement is terminated prior to the Effective Time, Acquisition will, at the request of the Company, deliver to the Company all documents and other material obtained by Acquisition from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Acquisition.

Access to Properties, Books and Records. (a) From the date of this Agreement until the earlier of the Effective Time or the time this Agreement is terminated in accordance with Article 7Time, the Company will, and will cause each of its subsidiaries to, give representatives of Acquisition, and representatives of any lenders from which Acquisition is obtaining financing for the transactions which are the subject of this Agreement or financing for the Surviving Corporation after the Merger, full Sema access during normal business hours to all of their respective properties, books and recordsrecords and cooperate in all other respects with efforts of Sema to prepare for a smooth integration of the Company and its subsidiaries with Sema and its other subsidiaries at the Effective Time. Acquisition Sema will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of the Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Acquisition Sema or a subsidiary from a third party which, insofar as Acquisition Sema is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Acquisition Sema or its affiliates (which includes the Three Cities Funds and Three Cities Research, Inc.) a subsidiary before it was made available to Acquisition Sema or its representative by the Company or a subsidiary, (iv) otherwise is independently developed by Acquisition Sema or its affiliatesa subsidiary, or (v) Acquisition Sema reasonably believes (after consultation with the Company and its counsel) is required to be included in the Offering Documents, the Schedule 14D-9 or Registration Statement (including the Proxy Statement/Prospectus which is a part of it) or any other filing Sema reasonably believes it is required to make with any governmental agency, securities exchange or securities quotation system. If this Agreement is terminated prior to the Effective Time, Acquisition Sema will, at the request of the Company, deliver to the Company all documents and other material obtained by Acquisition Sema from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by AcquisitionSema, except that Sema may retain (i) one copy of all materials for the purposes of, and as long as required by, any law, court or regulatory agency or authority and (ii) any computer records created by automatic archiving and back-up procedures.