Common use of Access to Purchased Assets Clause in Contracts

Access to Purchased Assets. (a) During the Pre-Closing Period, Seller shall, and shall cause the Seller Subsidiaries to, continue to provide Buyer and its Representatives with all documents, materials and information reasonably requested by Buyer and reasonable access to the Purchased Assets in order for Buyer to confirm the satisfaction of the Closing conditions set forth in Section 9.2(a). To the extent not already provided to Buyer within ten (10) Business Days prior to the date hereof, Seller will during the Pre-Closing Period, at Buyer’s option, either (i) deliver three (3) 750ml samples of each item of bulk or bottled Product Inventory to Buyer or (ii) provide an opportunity for Buyer to obtain samples of any items of bulk Product Inventory directly from the applicable tanks. All access pursuant to this Section 7.2(a) shall be (A) conducted during normal business hours upon reasonable advance notice to the Seller Parties, (B) conducted in such a manner as not to interfere unreasonably with the normal operations of the Business or any other business of the Seller Parties, (C) coordinated through Xxxxx Xxxxxxxxx or a designee thereof and (D) conducted at Buyer’s sole cost and expense, and the Seller Parties shall have the right to have one or more of their Representatives present at all times during any access contemplated by this Section 7.2(a). Notwithstanding anything in this Agreement to the contrary, during the Pre-Closing Period, the Seller Parties shall not be required to provide access to or disclose information where such access or disclosure would, in the Seller Parties’ reasonable judgment, (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of any Seller Party, (2) conflict with any (x) Law (including any Law relating to data protection or privacy) or Order applicable to any Seller Party, the Purchased Assets or operation of the Business, (y) Contract to which any Seller Party is party or by which any of the Purchased Assets or other assets or properties of any Seller Party are bound or (z) other obligation of confidentiality, or (3) result in the disclosure of competitively sensitive information; provided, that if any information is withheld pursuant to this sentence, the applicable Seller Party will (x) inform Buyer as to the general nature of what is being withheld and (y) use its commercially reasonable efforts (1) to accommodate any request from Buyer for information pursuant to this Section 7.2 in a manner that does not result in such a violation or waiver or disclosure of competitively sensitive information or (2) to the extent applicable, to obtain the required consent of the relevant third Person to permit such access or disclosure. Notwithstanding anything in this Agreement to the contrary, during the Pre-Closing Period, Buyer and its Affiliates and Representatives shall be permitted to (I) contact any Distributor solely regarding the distribution of Products following the Closing; provided, that (A) Seller shall, for a period of five (5) days after the date hereof, have the right to contact each Distributor prior to Buyer contacting any Distributor, (B) Buyer is only permitted to discuss the distribution of Products following the Closing, and (C) Buyer shall not discuss with any such Distributor any anti-competitive information, any details of the Transaction that would be deemed material and that are not otherwise publicly disclosed, including the status of any regulatory approvals, or any confidential information concerning any existing contractual relationship between any of the Seller Parties and any such Distributor, and (II) with the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed), contact any other vendor, supplier or customer of the Business regarding the business or operation of the Business by Buyer following the Closing, in order to, and the Parties shall work collaboratively in good faith to, ensure the smooth transition of the production and distribution of the Products in connection with the consummation of the Transactions; provided that any such contact by Buyer or its Affiliates or Representatives with any such vendor, supplier, Distributor or customer of the Business shall be conducted in a manner that shall not cause any material disruption to the Seller Parties operation of the Business during the Pre-Closing Period or the operation of the Seller Parties’ or their Affiliates respective businesses other than the Business prior to the Closing. (b) Any information obtained by Buyer or its Representatives pursuant to Section 7.2(a) shall be deemed to be “Confidential Information” for the purposes of the Transaction Non-Disclosure Agreement and shall be subject to the terms and conditions set forth in the Transaction Non-Disclosure Agreement, including limitations on disclosure and use.

Access to Purchased Assets. 12.6.1 From and after the Effective Time, the Buyer and its Affiliates shall permit upon five (a5) During days’ prior written notice from Sellers, reasonable access to and entry upon the Pre-Closing PeriodPurchased Assets by the Sellers and their Affiliates, Seller shallwithout charge, as necessary (as determined by the Sellers in their sole but reasonable discretion) to conduct and complete any other matters for which the Sellers shall be responsible under this Agreement, including any corrective or remedial actions relating to any Retained Liabilities. In the event of and as a condition to a subsequent sale, lease or other transfer of the Business and/or other Purchased Assets, the Buyer shall require that the Buyer’s transferee agree (in a form satisfactory to the Sellers) to the access provisions of this Section 12.6. Buyer shall not interfere with Sellers’ right of entry or actions taken pursuant thereto, and shall cause the Seller Subsidiaries tocooperate with Sellers in obtaining any permits, continue to provide Buyer and its Representatives consents or approvals necessary for Sellers’ actions taken with all documents, materials and information reasonably requested by Buyer and reasonable access respect to the Purchased Assets in order for Buyer to confirm the satisfaction of the Closing conditions set forth in Section 9.2(a). To the extent not already provided to Buyer within ten (10) Business Days prior to the date hereof, Seller will during the Pre-Closing Period, at Buyer’s option, either (i) deliver three (3) 750ml samples of each item of bulk or bottled Product Inventory to Buyer or (ii) provide an opportunity for Buyer to obtain samples of any items of bulk Product Inventory directly from the applicable tanks. All access pursuant to this Section 7.2(a) shall be (A) conducted during normal business hours upon reasonable advance notice to the Seller Parties, (B) conducted in such a manner as not to interfere unreasonably Assets. 12.6.2 In connection with the normal operations exercise of the Business or any other business of the Seller Parties, (C) coordinated through Xxxxx Xxxxxxxxx or a designee thereof and (D) conducted at Buyer’s sole cost and expense, and the Seller Parties shall have the right to have one or more rights of their Representatives present at all times during any access contemplated by this Section 7.2(a). Notwithstanding anything in this Agreement to the contrary, during the Pre-Closing Period, the Seller Parties shall not be required to provide access to or disclose information where such access or disclosure would, in the Seller Parties’ reasonable judgment, (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of any Seller Party, (2) conflict with any (x) Law (including any Law relating to data protection or privacy) or Order applicable to any Seller Party, and entry upon the Purchased Assets or operation of the Businesspursuant to Section 12.6.1, (y) Contract to which any Seller Party is party or by which and except as otherwise may be provided in, and without prejudice to, any of the Purchased Assets Other Agreements, Sellers bear the risk of injury to any of its employees, advisors or other assets representatives who are provided access to the premises or properties of any Seller Party are bound the Buyer or (z) other obligation of confidentialitytheir Affiliates or the Fuel Retail Third Parties hereunder, or (3) result in and shall indemnify, defend and hold the disclosure of competitively sensitive information; providedBuyer, that if any information is withheld pursuant to this sentence, the applicable Seller Party will (x) inform Buyer as to the general nature of what is being withheld and (y) use its commercially reasonable efforts (1) to accommodate any request from Buyer for information pursuant to this Section 7.2 in a manner that does not result in such a violation or waiver or disclosure of competitively sensitive information or (2) to the extent applicable, to obtain the required consent of the relevant third Person to permit such access or disclosure. Notwithstanding anything in this Agreement to the contrary, during the Pre-Closing Period, Buyer and its Affiliates and Representatives shall be permitted to (I) contact the Fuel Retail Third Parties, as the case may be, harmless for any Distributor solely regarding and all Losses resulting from Sellers’ acts and omissions while upon the distribution of Products following the Closing; provided, that (A) Seller shall, for a period of five (5) days after the date hereof, have the right to contact each Distributor prior to Buyer contacting any Distributor, (B) Buyer is only permitted to discuss the distribution of Products following the Closing, and (C) Buyer shall not discuss with any such Distributor any anti-competitive information, any details premises or properties of the Transaction that would be deemed material and that are not otherwise publicly disclosedBuyer, including the status of any regulatory approvals, or any confidential information concerning any existing contractual relationship between any of the Seller Parties and any such Distributor, and (II) with the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed), contact any other vendor, supplier or customer of the Business regarding the business or operation of the Business by Buyer following the Closing, in order to, and the Parties shall work collaboratively in good faith to, ensure the smooth transition of the production and distribution of the Products in connection with the consummation of the Transactions; provided that any such contact by Buyer or its Affiliates or Representatives with any such vendor, supplier, Distributor or customer of the Business shall be conducted in a manner that shall not cause any material disruption to the Seller Fuel Retail Third Parties operation of the Business during the Pre-Closing Period or the operation of the Seller Parties’ or their Affiliates respective businesses other than the Business prior to the Closingprovided hereunder. (b) Any information obtained by Buyer or its Representatives pursuant to Section 7.2(a) shall be deemed to be “Confidential Information” for the purposes of the Transaction Non-Disclosure Agreement and shall be subject to the terms and conditions set forth in the Transaction Non-Disclosure Agreement, including limitations on disclosure and use.

Access to Purchased Assets. (a) During the Pre-Closing Period, Seller shall, and shall cause from the Seller Subsidiaries todate hereof until the Undepreciated Assets Closing Date, continue to provide allow Buyer and its Representatives designees (subject to their compliance with Seller’s safety and security procedures and provided they are accompanied by one or more escorts of Seller) access at reasonable times and places to any and all documents, materials and information reasonably requested by Buyer and reasonable access to of the Purchased Assets for the purpose of inspecting the same, to the extent permitted by applicable Law, for any reasonable purpose related to this Agreement or any Conveyance Document; provided that any books and records or other information that is subject to an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall not be made so accessible (provided that in order for any such event Seller shall notify Buyer to confirm the satisfaction in reasonable detail of the Closing conditions set forth in Section 9.2(a). To circumstances giving rise to any such privilege or obligation and use commercially reasonable efforts to seek to permit disclosure of such information, to the extent not already provided to Buyer within ten (10) Business Days prior to the date hereofpossible, Seller will during the Pre-Closing Period, at Buyer’s option, either (i) deliver three (3) 750ml samples of each item of bulk or bottled Product Inventory to Buyer or (ii) provide an opportunity for Buyer to obtain samples of any items of bulk Product Inventory directly from the applicable tanks. All access pursuant to this Section 7.2(a) shall be (A) conducted during normal business hours upon reasonable advance notice to the Seller Parties, (B) conducted in such a manner as not to interfere unreasonably consistent with the normal operations of the Business such privilege or any other business of the Seller Parties, (C) coordinated through Xxxxx Xxxxxxxxx or a designee thereof and (D) conducted at Buyer’s sole cost and expense, and the Seller Parties shall have the right to have one or more of their Representatives present at all times during any access contemplated by this Section 7.2(aobligation). Notwithstanding anything in to the contrary contained herein, if a Closing does not occur and this Agreement to the contraryis terminated, during the Pre-Closing Period, the Seller Parties shall not be unless required to provide access to or disclose information where such access or disclosure would, in the Seller Parties’ reasonable judgment, (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of any Seller Party, (2) conflict with any (x) Law (including by any Law relating or Governmental Authority or compelled by a court of competent jurisdiction, Xxxxx agrees to data protection or privacy) or Order applicable return to any Seller Party, the Purchased Assets or operation of the Business, (y) Contract to which any Seller Party is party or by which any of the Purchased Assets or other assets or properties of any Seller Party are bound or (z) other obligation of confidentialitySeller, or (3) result in the disclosure of competitively sensitive information; providedcertify to Seller that it has destroyed, that if any information is withheld pursuant to this sentence, the applicable materials Seller Party will (x) inform Buyer as to the general nature of what is being withheld and (y) use its commercially reasonable efforts (1) to accommodate any request from Buyer for information pursuant to this Section 7.2 in a manner that does not result in such a violation or waiver or disclosure of competitively sensitive information or (2) to the extent applicable, to obtain the required consent of the relevant third Person to permit such access or disclosure. Notwithstanding anything in this Agreement to the contrary, during the Pre-Closing Period, Buyer and its Affiliates and Representatives shall be permitted to (I) contact any Distributor solely regarding the distribution of Products following the Closing; provided, that (A) Seller shall, for a period of five (5) days after the date hereof, have the right to contact each Distributor prior provides to Buyer contacting any Distributor, (B) Buyer is only permitted to discuss the distribution of Products following the Closing, and (C) Buyer shall not discuss with any such Distributor any anti-competitive information, any details of the Transaction that would be deemed material and that are not otherwise publicly disclosed, including the status of any regulatory approvals, or any confidential information concerning any existing contractual relationship between any of the Seller Parties and any such Distributor, and (II) with the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed), contact any other vendor, supplier or customer of the Business regarding the business or operation of the Business by Buyer following the Closing, in order to, and the Parties shall work collaboratively in good faith to, ensure the smooth transition of the production and distribution of the Products in connection with the consummation of the Transactions; provided that any such contact by Buyer or its Affiliates or Representatives with any such vendor, supplier, Distributor or customer of the Business shall be conducted in a manner that shall not cause any material disruption to the Seller Parties operation of the Business during the Pre-Closing Period or the operation of the Seller Parties’ or their Affiliates respective businesses other than the Business prior to the Closingthis Section 5.02. (b) Any Buyer shall indemnify, defend and hold harmless Seller and Seller Indemnified Parties from and against any and all Losses suffered or incurred by any of them as a result of, or arising out of, such access, including for personal injury (including death) or damage to property (including under Environmental Law), except to the extent such Loss is the result of, or arising out of, the gross negligence or willful misconduct of any Seller Indemnified Party. (c) Without limiting the foregoing, Buyer shall have the right, at its own cost and expense, to undertake Phase I and Phase II environmental investigations of the Purchased Assets prior to the Land Rights Closing. Subject to the performance by Seller of its obligations under this Agreement, Buyer shall use reasonable best efforts to conclude such investigations within one-hundred eighty (180) days after delivery by Seller to Buyer of substantially sufficient information obtained regarding the RTS Project Land Rights necessary to commence such investigations. Seller shall reasonably cooperate with Buyer with respect to such investigations and shall provide to Buyer, at Buyer’s request, readily available information in its possession to assist with such investigations, including information that may be necessary to properly conduct any surface or subsurface sampling at the Purchased Assets. Buyer shall indemnify and hold Seller harmless for any damage or loss caused by such investigations, excluding damages caused by Seller’s negligence, intentional misconduct or failure to provide Buyer with readily available Environmental Information in its possession. (d) Seller shall provide to Buyer all Environmental Information in its possession or under its Representatives pursuant control, or that comes into its possession or comes under its control, at any time after the date of this Agreement until the Land Rights Closing Date that is related to Section 7.2(a) shall be deemed the RTS Project (including any RTS Project Land Rights to be “Confidential Information” for conveyed under this Agreement) or the purposes of the Transaction Non-Disclosure Agreement and shall be subject Undepreciated Assets Closing Date that is related to the terms and conditions set forth in Undepreciated Assets being Transferred at the Transaction Non-Disclosure Agreement, including limitations on disclosure and useUndepreciated Assets Closing Date.