Common use of Access to Records and Properties Clause in Contracts

Access to Records and Properties. (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to: (i) provide Purchaser and its officers, counsel and other representatives with reasonable access during normal business hours to the operations of the Companies and their Subsidiaries, their principal personnel and representatives, and such books and records pertaining to the Companies and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating to the Companies and their Subsidiaries as may be reasonably requested, to the extent that such access and disclosure would not (A) violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if the transactions contemplated by this Agreement are not consummated. (b) From the date hereof until the Closing Date, Purchaser agrees that all information so received from Seller, the Companies and their Subsidiaries shall be deemed received pursuant to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this Agreement.

Access to Records and Properties. Confidentiality. ------------------------------------------------- (a) From Between the date hereof until the Closing Date or earlier termination of this AgreementAgreement and the Effective Time of Closing, Seller willshall cause Corporation to be Sold to give, and will cause the Companies and their Subsidiaries to: (i) provide Corporation to be Sold shall give, to Purchaser and its advisors such access to the premises, books and records of Corporation to be Sold, and to cause the officers, counsel employees and accountants of Corporation to be Sold to furnish such financial and operating data and other information with respect to Corporation to be Sold as Purchaser shall from tune to time reasonably request. Without limiting the generality of the foregoing, Seller shall cause Corporation to be Sold to give, and Corporation to be Sold shall give, to Purchaser and its representatives with reasonable access during normal business hours to the facilities and operations of Corporation to be Sold so that Purchaser may (1) obtain evaluations of the Companies Assets and (2) perform any and all assessing, testing, monitoring and investigating that Purchaser deems necessary in its sole discretion with respect to Corporation to be Sold's assets and the operation of the business. Any investigation pursuant to this Section 3.01 shall be conducted in such manner as not to interfere unreasonably with the business and operations of Corporation to be Sold. (b) In connection with the transactions contemplated by this Agreement, in addition to, and not by way of limitation of, any other obligations of Purchaser under or pursuant to any other agreement, whether written or oral, with Seller or any other obligations of Purchaser at law or in equity, all information furnished to Purchaser or to any other Person for the benefit of Purchaser will be kept confidential by Purchaser, such other Person and their Subsidiariesrespective associates, their principal personnel Affiliates, agents, employees, consultants and representativesadvisors (collectively, "Purchaser Representatives") prior to payment in full of the Purchase Price, or in the event the Closing does not occur at all times, and such books and records pertaining will not be used in any manner adverse to the Companies furnishing party. During such time, Purchaser will hold and their Subsidiaries as will cause the Purchaser may reasonably requestRepresentatives to hold in strict confidence, provided that (A) unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning Seller which is furnished to Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of or any agreement to which the Companies Purchaser Representative by Seller or any of their Subsidiaries is bound or any applicable Law and representatives in connection with the transactions contemplated by this Agreement (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating to the Companies and their Subsidiaries as may be reasonably requested, except to the extent that ------ such access and disclosure would not information can be shown to have been (A1) violate previously available to the terms of any agreement Person to which it was furnished on a non-confidential basis prior to its disclosure, (2) in the Companies or any of their Subsidiaries is bound or any applicable Law, public domain or (B3) cause significant competitive harm available on a non- confidential basis from a Person other than a Person not bound by any confidentiality agreement). Purchaser may release or disclose such information to any Purchaser Representative in connection with this Agreement prior to the Companies Closing Date or any in the event the Closing does not occur only if the Purchaser Representatives are informed of their Subsidiaries or their Affiliates if the confidential nature of such information and they agree in writing (substantially similar in substance to the matters contained in this Section 3.01(b)) to such confidential treatment of all such information. If the transactions contemplated by this Agreement are not consummated. (b) From the date hereof until the Closing Date, Purchaser agrees that all information so received from Seller, the Companies and their Subsidiaries shall be deemed received pursuant to remain bound by (x) the Confidentiality Agreement previously executed by Purchaser and that each shallCorporation to be Sold, a copy of which is attached hereto as Exhibit 3.01-1, [FORM ATTACHED] (the "Confidentiality Agreement") and shall cause its Affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby -------------- incorporated herein by reference with the same effect as if fully set forth in this Agreementfor all purposes.

Access to Records and Properties. (a) From the date hereof until the Closing Date or earlier termination of this AgreementDate, Seller willParent shall, and will shall cause the Companies other Sellers and their Subsidiaries Transferred Entities to: (ia) provide Purchaser and its officers, counsel officers and other representatives with reasonable such access during normal business hours to Owned Real Property and the real property subject to the operations Real Property Leases (it being understood that Purchaser shall have no right to perform invasive or subsurface investigations thereon) and the facilities of the Companies Business and their Subsidiaries, their its principal personnel and representatives, and such books and records pertaining to the Companies and their Subsidiaries Business, as Purchaser may reasonably requestrequest in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), provided that (A) Purchaser agrees that such access will give due regard to minimizing be requested and exercised during normal business hours and without causing unreasonable interference with the operations, activities and employees operations of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; andBusiness; (iib) furnish to Purchaser or its representatives representatives, upon reasonable request, such additional financial and operating data and other information relating to the Companies Business; and (c) make available to Purchaser, upon reasonable request, for inspection and their Subsidiaries as may be reasonably requestedreview all documents, or copies thereof, listed in the Schedules hereto, and all files, records and papers pertaining to any proceedings and matters listed in the Schedules hereto. Notwithstanding the foregoing or anything to the extent contrary in this Agreement, the parties acknowledge and agree that such access and disclosure would not (A) violate the terms of any agreement certain materials subject to which the Companies confidentiality obligations or any of their Subsidiaries is bound or any applicable Lawattorney client privilege, or (B) which could cause significant competitive harm to Sellers or the Companies or any of their Subsidiaries or their Affiliates Business if the transactions contemplated by this Agreement are not consummated. (b) From , or which may not be shared with the date hereof until other party pursuant to applicable Law, have not been and will not be so delivered prior to Closing, except that upon Purchaser’s reasonable request such materials shall be delivered to Purchaser’s outside counsel for review on a counsel-only basis, and, without the Closing Dateprior written consent of Seller Parent, which may be withheld for any reason, Purchaser agrees that all information so received from Sellershall not contact any suppliers to, or customers of, the Companies and their Subsidiaries shall be deemed received pursuant Business in relation to the Confidentiality Agreement and that each shall, Business or the transactions contemplated hereby and shall cause its Affiliates and each of its and their representatives to, comply with the provisions have no right to perform invasive or subsurface investigations of the Confidentiality Agreement with respect to such information, Owned Real Property and the provisions of real property subject to the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this AgreementReal Property Leases.

Access to Records and Properties. (a) From the date hereof until the Closing Date or earlier termination of this AgreementBuyer shall be entitled, Seller willat its expense, and will cause Sellers shall permit Buyer, to conduct such investigation of the Companies condition (financial or otherwise), business, assets, properties or operations of Sellers and their Subsidiaries to:the Joint Ventures as Buyer shall reasonably deem appropriate. Sellers shall (i) provide Purchaser Buyer and its officersRelated Persons full and complete access at any reasonable time to all the facilities, counsel offices and other representatives with reasonable access during normal business hours personnel of Sellers and the Joint Ventures and to the operations all of the Companies and their Subsidiaries, their principal personnel and representatives, and such books and records pertaining to of Sellers and the Companies and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through SellerJoint Ventures; and (ii) cause Sellers' and the Joint Ventures' respective Related Persons to furnish to Purchaser or its representatives Buyer with such additional financial and operating data and other information relating with respect to the Companies condition (financial or otherwise), business, assets, properties or operations as Buyer shall reasonably request; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required by the Title Company to issue the title insurance contemplated by Section 7.2(i); and (iv) permit Buyer to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that ISG and Buyer shall (A) use commercially reasonable efforts to prevent any such investigation from unreasonably interfering with the operation of the businesses of the Sellers and the Joint Ventures and (B) solely in the case of the matters identified in clause (iv) above, (x) ISG and Buyer shall indemnify and save Sellers harmless from and against any and all loss, cost, expense or other liability that they shall suffer arising out of such matter and (y) prior to such entry on any Real Property, ISG or Buyer shall provide to Sellers certificates of insurance verifying that ISG or Buyer and their Subsidiaries respective agents are insured under a policy of commercial general liability insurance which has a single limit coverage of not less than $1,000,000 for wrongful death or injury to any Person or Persons and not less than $200,000 for property damage, and which policy names Sellers as may be reasonably requestedadditional insured parties. In addition, at Buyer's expense, Sellers shall (I) consistent with their anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to their customers and suppliers and the opportunity to make cooperative and investigative sales calls on their customers; (II) provide Buyer and its Related Persons office space at their facilities and access to such office space at all times; and (III) permit Buyer and its Related Persons to talk to any employees as Buyer deems appropriate for the purpose of determining the suitability of such employees for employment by Buyer after the Closing Date; provided, however, that ISG and Buyer shall use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' business and such employee's duties with Sellers. Notwithstanding the foregoing, Sellers shall provide access to any and all assets and information of the Joint Ventures only to the extent that such access Sellers are permitted to do so by the Joint Ventures and disclosure would not (A) violate only to the terms extent that Sellers have possession of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if the transactions contemplated by this Agreement are not consummated. (b) From the date hereof until the Closing Date, Purchaser agrees that all information so received from Seller, the Companies and their Subsidiaries shall be deemed received pursuant to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this Agreement.

Access to Records and Properties. (a) From the date hereof until through the Closing Date or earlier termination Date, each Seller will give Buyer and its representatives and agents reasonable access to all of this Agreementits respective books and records of and relating to such Seller and, Seller willas applicable, the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office, the Manufacturing Facility and the Assets at such times as may be mutually agreed upon by Buyers and Sellers, and will cause the Companies and their Subsidiaries to: (i) provide Purchaser and its officers, counsel and other representatives with reasonable access during normal business hours to the operations of the Companies and their Subsidiaries, their principal personnel and representatives, and such books and records pertaining to the Companies and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities respective officers and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement Seller to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives Buyers such additional financial and operating data and other information relating or documents with respect to, as applicable, the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office, the Manufacturing Facility and the Assets as Buyers shall from time to time reasonably request. In addition, Buyers, at their sole cost and expense, shall have the right to make such surveys, environmental and other tests, inspections and examinations of the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office, the Manufacturing Facility and any other Assets as any of them deems advisable (collectively, the "Inspections"), and, for such purposes, Buyers, their employees, agents, representatives, consultants or engineers may enter upon the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office and the Manufacturing Facility and do all things reasonably necessary in connection therewith at such times as shall be mutually agreed upon by Buyers and each of Sellers; provided, however Buyers shall use reasonable efforts not to disrupt each Sellers' respective business. Sellers shall inform Buyers of any condition at the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office and the Manufacturing Facility which could reasonably be expected to create a risk to or endanger the health or safety of any employee, agent, consultant, representative or engineer of Buyers who enter any of these properties in connection with the Inspections, prior to entering any of these properties. In connection with any Inspections, Buyers shall obtain at their sole cost and expense all permits and licenses required in connection with the performance of such work, and shall repair any damages caused by any Inspections. Buyers hereby agree to indemnify Sellers for all injuries and damages to persons or property caused exclusively by any such Inspections, and for the cost of removing all mechanics' or materialmen's liens on the inspected property resulting exclusively from such Inspections ordered by Buyers. If this Agreement is terminated, Sellers and HMC and Buyers and their respective representatives and agents will each return to the Companies other all documents, work papers and their Subsidiaries other material (including all copies made thereof) obtained from the other at any time in connection with the transactions contemplated hereby and will use all reasonable efforts to keep confidential any such information so obtained unless: (i) such information is readily ascertainable from published information or trade sources; (ii) such information is provided Buyers by a third party who has obtained such information other than as a result of a breach of this Agreement; (iii) such information is independently developed by Buyers; or (iv) such information is disclosed to a tribunal or agency in response to an order, oral questions, interrogatories, requests for information or documents, subpoena, civil, criminal or administrative investigation demand or similar process, provided that Empresas or Manufacturera, as applicable, give Sellers and HMC prompt notice of any such request, so that Sellers and HMC may be reasonably requested, seek an appropriate protective order. Notwithstanding anything to the extent that such access contrary provided for in this Agreement, Buyers are hereby authorized to disclose to their lawyers, accountants, consultants and disclosure would not (A) violate prospective lenders any findings obtained in connection with the terms of any agreement Inspections or the due diligence to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if be performed by Buyers in connection with the transactions contemplated by this Agreement are not consummated. (b) From Agreement; provided, however, Buyers agree to inform such persons of the date hereof until the Closing Date, Purchaser agrees that all confidential nature of such information so received from Seller, the Companies and their Subsidiaries shall be deemed received pursuant to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect direct such persons to treat such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this Agreementinformation confidentially.

Access to Records and Properties. (a) From Between the date hereof until of this Agreement and the Closing Date or earlier termination of this AgreementDate, Seller will, and will cause the Companies and their Subsidiaries to: (i) provide Sellers shall give to Purchaser and its officers, counsel and other representatives with reasonable such access during normal business hours to the operations of the Companies and their Subsidiariespremises, their principal personnel and representatives, and such books and records pertaining to of the Companies Sellers and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with shall cause the operations, activities officers and employees of the Companies Company and their Subsidiaries, (B) CML to furnish such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating as Purchaser may from time to time reasonably request. Purchaser agrees to refrain from conducting any on-site due diligence at the Companies Stores and their Subsidiaries as may from contacting employees of the Stores without Rubin's prior consent which shall not be reasonably requestedunreasonably withheld. Pexxxxx xhe Closing, to all of such information not in the extent that such access public domain shall be maintained confidentially by Purchaser and disclosure would not (A) violate the terms of used for any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if purpose other than in connection with the transactions contemplated hereby. The financial information seized by the IRS from Sellers and currently in its possession shall not, for the purposes of this Agreement are not consummated. (b) Agreement, be deemed to be in the public domain. From the date hereof until and after the Closing Date, the Sellers shall give to Purchaser agrees that all information so received free and unrestricted access to the books, files and records of the Sellers relating to the operations of the Stores for the period prior to and including the Closing Date retained by the Sellers, if any, and Purchaser shall give to Rubin reasonable access to the books, files and records transferrex xx Purchaser's control relating to the business and operations of the Stores prior to the Closing, as Rubin shall from Sellertime to time reasonably request. Prior to the desxxxxxng or disposing of such books, files and records, the Companies Sellers and their Subsidiaries Purchaser shall be deemed received pursuant give thirty (30) days' notice to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions other of the Confidentiality Agreement with respect to such informationintended destruction or disposition, and the provisions other, at its option, shall have the right to take possession of the Confidentiality Agreement are hereby incorporated herein by reference same or to make copies of the same at their or its expense. Purchaser shall, after the Closing, provide Sellers reasonable access and make available for copying relevant books and files and records regarding the Stores as Sellers need to defend any tax claim or proceeding. Any investigation or access pursuant to this Section 7.1 shall be conducted in such manner as not to interfere unreasonably with the same effect as if fully set forth in this Agreementoperation of the business of the other party.

Access to Records and Properties. (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller and Xxxxxxx will, and will cause the Companies Company and their the Mainland Subsidiaries to: (i) provide Purchaser and its officers, counsel and other representatives with reasonable access during normal business hours to the operations of the Companies Company and their the Mainland Subsidiaries, their principal personnel and representatives, and such books and records pertaining to the Companies Company and their the Mainland Subsidiaries as Purchaser may reasonably request, provided that (Ai) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies Company and their the Mainland Subsidiaries, (Bii) such access and disclosure would not violate the terms of any agreement to which the Companies Company or any of their the Mainland Subsidiaries is bound or any applicable Law and (Ciii) all arrangements for access shall be made solely through SellerSeller and Xxxxxxx; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating to the Companies Company and their the Mainland Subsidiaries as may be reasonably requested, to the extent that such access and disclosure would not (Ai) violate the terms of any agreement to which the Companies Company or any of their the Mainland Subsidiaries is bound or any applicable Law, or (Bii) cause significant competitive harm to the Companies Company or any of their the Mainland Subsidiaries or their Affiliates if the transactions contemplated by this Agreement are not consummated. (b) From the date hereof until the Closing Date, Purchaser agrees that all information so received from Seller, the Companies Company and their the Mainland Subsidiaries shall be deemed received pursuant to the Confidentiality Agreement dated November 3, 2006 between Xxxxxxx and Leucadia National Corporation (the "Confidentiality Agreement") and that each shall, and shall cause its Affiliates affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this Agreement.

Access to Records and Properties. (a) From the date hereof until the Closing Date or earlier termination of this AgreementDate, Seller willupon reasonable notice, the Company shall afford Parent and will cause the Companies Acquisition Sub and their Subsidiaries to: (i) provide Purchaser and its respective officers, counsel employees, agents, accountants, advisors, bankers and other representatives with (collectively, "Representatives") reasonable access to the properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and their respective Representatives, and furnish the Parent and Acquisition Sub with such financial, operating and other data and information regarding the Company and its Subsidiaries as the Parent Acquisition Sub or their Representatives may reasonably request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours hours, and in such a manner as not unreasonably to interfere EXECUTION VERSION with the normal operations of the Companies Company and their its Subsidiaries. For the purpose of facilitating such investigation, their principal personnel the Company shall concurrently with the execution of this Agreement designate individuals, each of whom shall be empowered to receive and representativesact upon such requests, and such books Parent and records pertaining to the Companies and their Subsidiaries as Purchaser may reasonably request, provided Acquisition Sub agree that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement to which the Companies no communication shall be made by Parent or Acquisition Sub or any of their Subsidiaries is bound Representatives with any employee, officer or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating to the Companies and their Subsidiaries as may be reasonably requested, to the extent that such access and disclosure would not (A) violate the terms agent of any agreement to which the Companies Company or any of their its Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to who has not been so designated in writing without the Companies or any prior written consent of their Subsidiaries or their Affiliates if the transactions contemplated by this Agreement are not consummateddesignee. (b) From Notwithstanding anything to the contrary in this Agreement, from the date hereof until the Closing Date: (i) neither Parent nor Acquisition Sub shall, Purchaser agrees that directly or indirectly, contact any customer or supplier of or others having business dealings with the Company or any of its Subsidiaries without the prior consent of the Company (which consent may be conditioned on a representative designated by the Company being in attendance for all information so received from Sellersuch contacts, but which will otherwise not be unreasonably withheld or delayed); and (ii) neither the Companies and their Company nor any of its Subsidiaries shall be deemed received pursuant required to disclose any information to Parent or Acquisition Sub or any of their Representatives if such disclosure would, in the Company's reasonable discretion, (x) jeopardize any attorney-client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with date hereof. (c) Notwithstanding anything to the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth contrary in this Agreement, neither Parent nor Acquisition Sub nor any of their Representatives shall, directly or indirectly, conduct without the written permission of the Company any sampling or laboratory analysis of environmental media, building materials or other substances at any facility of the Company or any of its Subsidiaries; provided, however, that Parent and Acquisition Sub may, at their sole expense, perform the inspections necessary to obtain a Phase I Environmental Site Assessment for the real property at any facility of the Company or any of its Subsidiaries. Neither Parent nor Acquisition Sub nor any of their Representatives shall undertake any invasive or intrusive inspections, investigations or tests of the physical condition of the real property at any of the facilities of the Company and its Subsidiaries without the prior written approval of the Company. Parent and Acquisition Sub shall restore the real property at the facilities of the Company and its Subsidiaries to the same condition in which such real property was before any inspections, investigations or tests were undertaken. Neither Parent nor Acquisition Sub nor any of their Representatives shall permit any liens to attach to the real property at any such facilities by reason of the exercise of their rights under this Section 5.2(c).

Access to Records and Properties. (a) From Between the date hereof until of this -------------------------------- Agreement and the Closing Date or earlier termination of this AgreementDate, Seller will, and will cause the Companies and their Subsidiaries to: (i) provide the Shareholders shall give to Purchaser and its officers, counsel and other representatives with reasonable such access during normal business hours to the operations premises, books and records of the Companies and their Subsidiaries, their principal personnel the Shareholders and representatives, and such books and records pertaining to shall cause the Companies and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities officers and employees of the Companies and their Subsidiaries, (B) to furnish such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating as Purchaser may from time to time reasonably request. Purchaser agrees to refrain from conducting any on-site due diligence at the Stores and from contacting employees of the Companies without the Shareholders' prior consent which shall not be unreasonably withheld. Pending the Closing, all of such information not in the public domain shall be maintained confidentially by Purchaser and their Subsidiaries as may be reasonably requested, to the extent that such access and disclosure would not (A) violate the terms of used for any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if purpose other than in connection with the transactions contemplated by this Agreement are not consummated. (b) hereby. From the date hereof until and after the Closing Date, the Shareholders and NCCI shall give to Purchaser agrees that all information so received free and unrestricted access to the books, files and records of the Shareholders and NCCI relating to the operations of the Companies relating to the Stores for the periods prior to and including the Closing Date retained by the Shareholders or NCCI, if any, and Purchaser shall give to the Shareholders and NCCI free and unrestricted access to the books, files and records transferred to Purchaser's control relating to the business and operations of the Companies prior to the Closing, as the other shall from Sellertime to time reasonably request. Prior to the destroying or disposing of such books, files and records, the Companies Shareholders/NCCI and their Subsidiaries Purchaser shall be deemed received pursuant give thirty (30) days' notice to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions other of the Confidentiality Agreement with respect to such informationintended destruction or disposition, and the provisions other, at its option, shall have the right to take possession of the Confidentiality Agreement are hereby incorporated herein by reference same or to make copies of the same at their or its expense. Any investigation or access pursuant to this Section 7.1 shall be conducted in such manner as not to interfere unreasonably with the same effect as if fully set forth in this Agreementoperation of the business of the other party.