Common use of Access to the Business Clause in Contracts

Access to the Business. The Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of all title documents, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to the Business. The Vendor shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents of the Business. At the request of the Purchaser, the Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of the Business or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged to provide services to the Business who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review of the Business and the Assets.

Access to the Business. The Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by Sellers hereby agree that the Purchaser, provide a copy to its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of all title documentsthe business, contractsoperations and affairs of the Business as soon as Purchaser is conveniently able, financial statementsand may continue such through and until the Closing. The due diligence investigation will consist of general business investigations, minute booksexaminations of accounting, share certificate bookssales, share registerslegal, limited partnership agreements real estate, and records, plans, reports, licences, orders, permits, books environmental matters of account, accounting records, constating documents and all other documents, information or data relating to the Business. The Vendor Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser and its authorized representatives every Group reasonable opportunity access, at reasonable times mutually agreed upon, to have free and unrestricted access to the property, assets, undertaking, all records and documents of the Business. At the request of the Purchaser, including, without limitation, the Vendor shall execute or cause to be executed such consentssales records (for 1995, authorizations 1996, 1997 and directions as may be necessary to permit any inspection of any property 1998 year-to-date) and current personnel records, at the Stores and other facilities of the Business or to enable in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or its authorized representatives desirable. The Sellers shall furnish the Purchaser Group with any applications or statements to obtain full access to all files and records relating be made to any of Governmental Authority in connection with the assets of the Business maintained transactions contemplated by governmental or other public authoritiesthis Agreement. At the Purchaser's requestFurther, the Vendor Sellers shall co-operate with assist the Purchaser Group in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customerscontacting and communicating with their independent accountants, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any suppliers and other persons engaged or previously engaged to provide services to the Business who have knowledge of matters Persons having dealings relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review None of the inventory information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business as is necessary so as to enable the confirmation of the condition of such inventoryshall in any way release any Seller from, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate modify, limit, or otherwise affect the restrict, representations and warranties made by any Seller in this Agreement. Commencing on the day following the date of the Vendor this Agreement, Purchaser and Xxxxx hereunderits Representatives shall be allowed to conduct Phase I environmental investigations, which shall continue as Purchaser shall, in full force and effectits sole discretion, deem appropriate. In exercising its rights hereunder Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall use its reasonable commercial efforts to avoid interfering provide the appropriate Seller with the Business proposed scope of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear any cost of such investigation, analysis and testing. The Sellers warrant and represent that they have delivered to the extent reasonably practical consistent Purchaser copies of all environmental reports, copies of all environmental claims, inquiries or requests for information by any Person, and copies of all correspondence with the need to complete its review of the Business and the Assetsenvironmental regulatory agencies regarding each Store.

Access to the Business. The Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by Seller hereby acknowledges that the Purchaser, provide a copy its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business through and until the Closing. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the Purchaser of all title documentssales records (for 1995, contracts1996, financial statements, minute books, share certificate books, share registers, limited partnership agreements 1997 and 1998 year-to-date) and current personnel records, plansStores and other facilities of the Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, reportsthe Seller shall assist the Purchaser Group in contacting and communicating with their independent accountants, licences, orders, permits, books of account, accounting records, constating documents suppliers and all other documents, information or data Persons having dealings relating to the Business. The Vendor None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall afford in any way release the Seller from the representations and warranties made by it in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its authorized representatives every reasonable opportunity Representatives shall be allowed to have free make environmental and unrestricted access other engineering investigations, including Phase I and Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Purchaser shall bear any cost of such investigation, analysis and testing. The Seller has delivered to the propertyPurchaser copies of all environmental reports, assetscopies of all environmental related claims, undertakinginquiries or requests for information by third parties, records and documents copies of all correspondence with environmental regulatory agencies regarding each Store. Notwithstanding the Business. At the request of the Purchaserforegoing, the Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of the Business or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's requestright to enter upon and conduct tests upon the Real Property is expressly made subject to the following terms and conditions. Any entry upon the Third Party Real Property, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged property owned or previously engaged leased by a party other than Seller or an Affiliate of Seller, is conditioned upon Seller's ability to provide services obtain consents from the owner and lessee. Seller shall not be obligated to obtain any such consent, but shall exercise reasonable efforts to do so. Any samples and testing will be undertaken only at locations and in a manner that will not damage any improvements, equipment or utilities, and Purchaser shall first verify the location of all utilities, equipment and improvements to insure that no damage will occur. Purchaser shall undertake all such work through SPATCO Environmental, Inc., Charlotte, North Carolina, or through another licensed engineering firm, in accordance with applicable legal requirements and in a manner that minimizes any disruption to the Business who have knowledge Real Property and operations thereon. Purchaser shall notify Seller of matters relating to the Businessdate on which any entry upon the Real Property shall occur hereunder. In particularPromptly upon completion of any entry upon the Real Property hereunder, Purchaser shall repair any damage caused by such entry. Purchaser shall remove from the Real Property and properly dispose of, in accordance with all applicable legal requirements, any waste materials generated in connection with sampling work. Purchaser shall indemnify, defend and hold harmless Seller and the Seller Indemnified Parties from and against any and all liabilities, damages, claims, demands, costs and expenses of every kind (including, without limitation, reasonable attorneys' fees) arising out of entry upon the Vendor shall permit the Purchaser's representatives Real Property or consultants any other property pursuant to conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review of the Business and the AssetsSection 7.6.

Access to the Business. The Vendor shall forthwith make available to Seller hereby acknowledges that the Purchaser and its authorized representatives Representatives (collectively, the “Purchaser Group”) may continue their due diligence investigation of the business, operations and affairs of the Business through and until the First Closing Date. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, if requested by upon reasonable prior notice, shall afford the PurchaserPurchaser Group reasonable access, provide a copy during normal business hours and at other reasonable times, to the sales records (for 2004, 2005, 2006 and 2007 year-to-date), current personnel records, and Stores and other facilities of the Business, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of all title documentssuch request, contractsbut not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, minute booksthe Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, share certificate books, share registers, limited partnership agreements suppliers and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data Persons having dealings relating to the Business. The Vendor Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall afford in any way release the Seller from the representations and warranties made by it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its authorized representatives every reasonable opportunity Representatives shall be allowed to have free make such environmental and unrestricted access to other engineering investigations as Purchaser shall deem appropriate; provided, however, that the property, assets, undertaking, records and documents of the Business. At the request of the Purchaser, the Vendor shall execute or cause to be executed Person conducting such consents, authorizations and directions as may be necessary to permit any inspection of any property of the Business or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged to provide services to the Business who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection activities by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its reasonable commercial best efforts to avoid interfering minimize any damage to the Real Property and interference with business operations on the Business Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the expense of such testing and shall immediately provide to Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the extent reasonably practical consistent that Seller or Purchaser has a reporting obligation with regard to any such matters. The Seller will immediately deliver to the need Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possession. In conducting any investigation pursuant to complete this Agreement, Purchaser: (i) shall use its review best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Laws, upon the completion of any investigation (unless Remediation is conducted by Seller, at Seller’s election, pursuant to Sections 7.7 and 11.3(a) and restoration of the Business Real Property to substantially the same condition prior to such investigation would interfere with or conflict with such Remediation), Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold harmless Seller and will reimburse Seller for Damages to the Assetsextent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property and any investigation of the Real Property by Purchaser and/or its Representatives conducted pursuant to this Section 7.6 and Section 7.7, but excluding Damages arising out of the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other written surveys, inspections, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigations.

Access to the Business. The Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by Seller hereby acknowledges that the Purchaser, provide a copy its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business through and until the Closing. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records relating to the Stores or the Business, and other facilities of the Business in order that the Purchaser of all title documentsGroup may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, contractsthe Seller shall assist the Purchaser Group in contacting and communicating with their independent accountants, financial statements, minute books, share certificate books, share registers, limited partnership agreements suppliers and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data Persons having dealings relating to the Business. The Vendor shall afford None of the information furnished hereunder or obtained by the Purchaser and Group during its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents of the Business. At the request of the Purchaser, the Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property due diligence investigation of the Business or to enable shall in any way release the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged to provide services to the Business who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect Seller from the representations and warranties made by it in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed at reasonable times on notice to Seller, to make environmental and other engineering investigations, including Phase I and Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Purchaser shall bear the cost and expense of such testing. To the best of Seller's Knowledge, the Seller has delivered to the Purchaser copies of all environmental reports, environmental related claims, inquiries or requests for information by third parties, which is in its possession. Seller also will, upon Purchaser's reasonable request, require a Representative to make available to Purchaser to review and copy all correspondence with environmental regulatory agencies regarding each Store, which information is in the possession of the Vendor Representative. The Purchaser's satisfaction, in its sole discretion, with environmental analysis and Xxxxx hereundertesting and results thereof, which will be a condition precedent to closing. Purchaser shall, upon request, provide Seller with copies of environmental summaries or reports prepared for Purchaser. Except as otherwise required by law or by prudent business judgment, Purchaser will not disclose the results of such analysis and testing without Seller's consent. Purchaser shall continue conduct its investigations in full force such manner as not to materially disrupt or interfere with the Business, and effect. In exercising its rights hereunder the Purchaser shall use indemnify and hold Seller harmless from and against all Damages caused by the conduct of any such investigation and testing by Purchaser or its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review of the Business and the AssetsRepresentatives.

Access to the Business. The Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by Sellers hereby acknowledge that the Purchaser, provide a copy to its Affiliates, and their respective Representatives (collectively, the "Purchaser of all title documents, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to the Business. The Vendor shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents Group") may continue their due diligence investigation of the Business. At the request of the Purchaserbusiness, the Vendor shall execute or cause to be executed such consents, authorizations operations and directions as may be necessary to permit any inspection of any property of the Business or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged to provide services to the Business who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review affairs of the Business and the AssetsCompany through and until the Closing. The Sellers and the Company shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to all corporate books and records, and Stores and other facilities of the Company, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Sellers shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers shall assist the Purchaser Group in contacting and communicating with the Company's independent accountants, suppliers and other Persons having dealings with the Company. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Company shall in any way release the Sellers from the representations and warranties made by them in this Agreement. Until June 29, 1999, Purchaser's satisfaction, in its sole discretion, with the results of its due diligence investigation shall be a condition precedent to Closing. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations, including Phase I and Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Purchaser shall bear the expense of such testing. The Sellers and the Company will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store and each parcel of Real Property and Leased Real Property. The Purchaser's satisfaction, in its sole discretion, with the results of any and all such environmental analysis and testing, as well as its review of all such information provided by Sellers or the Company, will be a condition precedent to Closing.

Access to the Business. The Vendor Purchaser shall, and shall forthwith make available cause its Affiliates and any successor in interest to the Purchaser and its authorized representatives andBusiness (such Affiliates, if requested by the Purchaser, provide a copy to the Purchaser of all title documents, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating together with any successor in interest to the Business. The Vendor shall afford , the Purchaser “Acquiring Affiliates”) to, permit each member of the Parent Group and its authorized representatives every reasonable opportunity each member of the Cantor Group to have free be customers of the fully electronic brokerage of the Business and unrestricted access to pay the property, assets, undertaking, records and documents lowest commission paid by any other customer of the Business, whether by volume, dollar amount or other applicable measurements (including on a price per volume basis for the most recently completed calendar quarter), regardless of whether such customer is paying a fixed commission or has agreed to trade a minimum amount of securities. At the request of the PurchaserFor example, the Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property if a customer of the Business or is paying a fixed commission of $x to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets Acquiring Affiliates to trade U.S. Treasury Securities for the first calendar quarter of a year, and such customer trades y million of U.S. Treasury Securities during such calendar quarter, then each member of the Parent Group and each member of the Cantor Group shall be entitled to be customers of the fully electronic brokerage of the Business maintained and to pay a commission equal to $x divided by governmental y per million of U.S. Treasury Securities traded by such member during the second calendar quarter of such year, without an obligation by such member to pay the full fixed commission paid by such customer and without any minimum trading volume or other public authoritiesrequirements. At In addition, Purchaser shall, and shall cause its Affiliates and the Purchaser's requestAcquiring Affiliates to, permit each member of the Vendor shall Parent Group and each member of the Cantor Group to receive any co-operate location and related installation, maintenance, support, remote access, and management of communication services, in each case to the extent that Purchaser or any Acquiring Affiliate offers or provides such services to any other customers of the Business following the Closing Date, at a cost to such member equal to any incremental out-of-pocket costs incurred by Purchaser or the Acquiring Affiliates in providing such member with such services (it being agreed that such costs shall not include any rent costs but may include the cost of utilities), provided that neither Purchaser in arranging nor the Acquiring Affiliates shall have any obligation to continue offering or providing any such meetings as the Purchaser should reasonably request with: (a) all employees services to customers of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with Business following the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged Closing Date. Such co-location and related services shall be provided to provide services to the Business who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review each member of the inventory Parent Group and each member of the Cantor Group (and each permitted successor thereto) on such terms and conditions as are generally applicable to receipt of such services by customers of the Business as is necessary so as to enable the confirmation of the condition Closing Date. The foregoing right to receive co-location and related services may not be sublicensed to, sublet to or otherwise enjoyed by any customer of any member of the Parent Group or the Cantor Group. Each member of the Parent Group and each member of the Cantor Group may assign the foregoing right to receive co-location and related services in whole, without the prior written consent of Purchaser, only to a third party that acquires all or a majority of (1) in the case of assignment by a member of the Parent Group, the business of BGC Financial, L.P. (or any Affiliate of Parent that is a successor to such inventorybusiness) and (2) in the case of assignment by a member of the Cantor Group, the business of Cantor Xxxxxxxxxx & Co. (or any Affiliate of Cantor that is a successor to such business). The Parties agree that (y) except for the assignment rights expressly granted in the foregoing sentence, no member of the Parent Group and no member of the Cantor Group shall have any right to assign such right to receive co-location and related services, in whole or in part; and (z) in the event that such right is assigned by any member of the Parent Group or any member of the Cantor Group, all members of the Parent Group, or all members of the Cantor Group, as applicable, shall be deemed to have assigned such right in its entirety insofar as it relates to the reasonable satisfaction rights granted to the Parent Group or the Cantor Group, as applicable, and no member of the Purchaser. The exercise of Parent Group or the Cantor Group, as applicable, shall retain any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its reasonable commercial efforts right to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review of the Business and the Assetsreceive such services.

Access to the Business. The Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by Seller hereby acknowledges that the Purchaser, provide a copy its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business through and until the Closing. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the Purchaser of all title documentssales records (for 1996, contracts1997 and 1998 year-to-date), financial statements, minute books, share certificate books, share registers, limited partnership agreements and current personnel records, plansand Stores and other facilities of the Business, reportsin order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, licencesthe Seller shall assist the Purchaser Group in contacting and communicating with their independent accountants, orders, permits, books of account, accounting records, constating documents suppliers and all other documents, information or data Persons having dealings relating to the Business. The Vendor None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall afford in any way release the Seller from the representations and warranties made by it in this Agreement. Commencing on the day following the date of this Agreement, the Purchaser and its authorized representatives every reasonable opportunity Representatives shall be allowed to have free make such environmental and unrestricted access other engineering investigations, including Phase I and Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Prior to the propertyconducting any soil or groundwater testing, assets, undertaking, records and documents of the Business. At the request of the Purchaser, the Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of the Business or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged to provide services to the Business who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its reasonable commercial efforts to avoid interfering provide the Seller with the Business proposed scope of such testing. Purchaser shall bear the expense of such analysis and testing, and shall indemnify Seller from any damages caused by such analysis and testing. The Seller will immediately deliver to the extent reasonably practical consistent Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with the need to complete its review of the Business and the Assetsenvironmental regulatory agencies regarding each Store.

Access to the Business. The Vendor From the date hereof until the Closing, Seller shall forthwith make available to the Purchaser (a) afford Buyer and its authorized representatives andRepresentatives reasonable access to and the right to inspect all of the properties, if requested by the Purchaserassets, provide a copy to the Purchaser of all title documentspremises, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements books and records, plans, reports, licences, orders, permits, books of account, accounting records, constating Assigned Contracts and other documents and all other documents, information or data relating related to the Business. The Vendor shall afford the Purchaser ; (b) furnish Buyer and its authorized representatives every reasonable opportunity to have free Representatives with such financial, operating and unrestricted access other data and information related to the property, assets, undertaking, records Business as Buyer or any of its Representatives may reasonably request; and documents (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business. At ; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the request supervision of Seller’s personnel and in such a manner as not to interfere with the Purchaser, the Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property conduct of the Business or to enable the Purchaser any other businesses of Seller or its authorized representatives to obtain full access to all files and records relating to any of its Affiliates. Notwithstanding anything to the assets contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the Transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Business maintained by governmental or other public authoritiespreceding sentence apply. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged to provide services Prior to the Business who have knowledge Closing, without the prior written consent of matters relating to Seller, Buyer shall not contact any suppliers to, or customers of, the Business. In particularBuyer shall, without limitationand shall cause its Representatives to, abide by the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review terms of the inventory of the Business as is necessary so as Confidentiality Agreement with respect to enable the confirmation of the condition of such inventory, any access or information provided pursuant to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review of the Business and the AssetsSection 5.3.

Access to the Business. The Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by Seller hereby acknowledges that the Purchaser, provide a copy its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business through and until the Closing. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records relating to the Stores or the Business, and other facilities of the Business in order that the Purchaser of all title documentsGroup may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, contractsthe Seller shall assist the Purchaser Group in contacting and communicating with their independent accountants, financial statements, minute books, share certificate books, share registers, limited partnership agreements suppliers and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data Persons having dealings relating to the Business. The Vendor shall afford None of the information furnished hereunder or obtained by the Purchaser and Group during its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents of the Business. At the request of the Purchaser, the Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property due diligence investigation of the Business or to enable shall in any way release the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged to provide services to the Business who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect Seller from the representations and warranties made by it in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed at reasonable times on notice to Seller, to make environmental and other engineering investigations, including Phase I and Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Purchaser shall bear the cost and expense of such testing. To the best of Seller's Knowledge, the Seller has delivered to the Purchaser copies of all environmental reports, environmental related claims, inquiries or requests for information by third parties, which is in its possession. Seller also will, upon Purchaser's reasonable request, require a Representative to make available to Purchaser to review and copy all correspondence with environmental regulatory agencies regarding each Store, which information is in the possession of the Vendor Representative. The Purchaser's satisfaction, in its sole discretion, with environmental analysis and Xxxxx hereundertesting and results thereof, which will be a condition precedent to closing. Purchaser shall, upon request, provide Seller with copies of environmental summaries or reports prepared for Purchaser. Except as otherwise required by law or by prudent business judgment, Purchaser will not disclose the results of such analysis and testing without Seller's consent. Purchaser shall continue conduct its investigations in full force such manner as not to materially disrupt or interfere with the Business, and effect. In exercising its rights hereunder the Purchaser shall use indemnify and hold Seller harmless from and against all Damages caused by the conduct of any such investigation and testing by Purchaser or its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review of the Business and the Assets.Representatives. -26-

Access to the Business. The Vendor Vendors shall forthwith make available to the Purchaser ------------------------ Company and its authorized representatives and, if requested by the PurchaserCompany, provide a copy to the Purchaser Company of all title documents, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to the BusinessNLR and its Subsidiaries. The Vendor Vendors shall afford the Purchaser Company and its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents of the BusinessNLR and its Subsidiaries. At the request of the PurchaserCompany, the Vendor Vendors shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of the Business NLR and its Subsidiaries or to enable the Purchaser Company or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business NLR and its Subsidiaries maintained by governmental or other public authorities. At the PurchaserCompany's request, the Vendor Vendors shall co-operate with the Purchaser Company in arranging any such meetings as the Purchaser Company should reasonably request with: (a) all employees of the BusinessNLR and its Subsidiaries; (b) customers, suppliers, distributors or others who have or have had a business relationship with the BusinessNLR and its Subsidiaries; and (c) auditors, attorneys solicitors or any other persons engaged or previously engaged to provide services to the Business NLR and its Subsidiaries who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the PurchaserNLR and its Subsidiaries. The exercise of any rights of inspection by or on behalf of the Purchaser Company under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx Vendors hereunder, which shall continue in full force and effect. In exercising its rights hereunder hereunder, the Purchaser Company shall use its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review of the Business and the Assets.

Access to the Business. The Vendor Purchaser shall, and shall forthwith make available cause its Affiliates and any successor in interest to the Purchaser and its authorized representatives andBusiness (such Affiliates, if requested by the Purchaser, provide a copy to the Purchaser of all title documents, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating together with any successor in interest to the Business. The Vendor shall afford , the Purchaser "Acquiring Affiliates") to, permit each member of the Parent Group and its authorized representatives every reasonable opportunity each member of the Cantor Group to have free be customers of the fully electronic brokerage of the Business and unrestricted access to pay the property, assets, undertaking, records and documents lowest commission paid by any other customer of the Business, whether by volume, dollar amount or other applicable measurements (including on a price per volume basis for the most recently completed calendar quarter), regardless of whether such customer is paying a fixed commission or has agreed to trade a minimum amount of securities. At the request of the PurchaserFor example, the Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property if a customer of the Business or is paying a fixed commission of $x to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets Acquiring Affiliates to trade U.S. Treasury Securities for the first calendar quarter of a year, and such customer trades y million of U.S. Treasury Securities during such calendar quarter, then each member of the Parent Group and each member of the Cantor Group shall be entitled to be customers of the fully electronic brokerage of the Business maintained and to pay a commission equal to $x divided by governmental y per million of U.S. Treasury Securities traded by such member during the second calendar quarter of such year, without an obligation by such member to pay the full fixed commission paid by such customer and without any minimum trading volume or other public authoritiesrequirements. At In addition, Purchaser shall, and shall cause its Affiliates and the Purchaser's requestAcquiring Affiliates to, permit each member of the Vendor shall Parent Group and each member of the Cantor Group to receive any co-operate location and related installation, maintenance, support, remote access, and management of communication services, in each case to the extent that Purchaser or any Acquiring Affiliate offers or provides such services to any other customers of the Business following the Closing Date, at a cost to such member equal to any incremental out-of-pocket costs incurred by Purchaser or the Acquiring Affiliates in providing such member with such services (it being agreed that such costs shall not include any rent costs but may include the cost of utilities), provided that neither Purchaser in arranging nor the Acquiring Affiliates shall have any obligation to continue offering or providing any such meetings as the Purchaser should reasonably request with: (a) all employees services to customers of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with Business following the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged Closing Date. Such co-location and related services shall be provided to provide services to the Business who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review each member of the inventory Parent Group and each member of the Cantor Group (and each permitted successor thereto) on such terms and conditions as are generally applicable to receipt of such services by customers of the Business as is necessary so as to enable the confirmation of the condition Closing Date. The foregoing right to receive co-location and related services may not be sublicensed to, sublet to or otherwise enjoyed by any customer of any member of the Parent Group or the Cantor Group. Each member of the Parent Group and each member of the Cantor Group may assign the foregoing right to receive co-location and related services in whole, without the prior written consent of Purchaser, only to a third party that acquires all or a majority of (1) in the case of assignment by a member of the Parent Group, the business of BGC Financial, L.P. (or any Affiliate of Parent that is a successor to such inventorybusiness) and (2) in the case of assignment by a member of the Cantor Group, the business of Cantor Xxxxxxxxxx & Co. (or any Affiliate of Cantor that is a successor to such business). The Parties agree that (y) except for the assignment rights expressly granted in the foregoing sentence, no member of the Parent Group and no member of the Cantor Group shall have any right to assign such right to receive co-location and related services, in whole or in part; and (z) in the event that such right is assigned by any member of the Parent Group or any member of the Cantor Group, all members of the Parent Group, or all members of the Cantor Group, as applicable, shall be deemed to have assigned such right in its entirety insofar as it relates to the reasonable satisfaction rights granted to the Parent Group or the Cantor Group, as applicable, and no member of the Purchaser. The exercise of Parent Group or the Cantor Group, as applicable, shall retain any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its reasonable commercial efforts right to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review of the Business and the Assetsreceive such services.

Access to the Business. The Vendor shall MOB will forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of all title documents, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to MOB and the Business. The Vendor shall Vendors will afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents of the BusinessMOB. At the request of the Purchaser, the Vendor shall Vendors will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of the Business MOB or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business MOB maintained by governmental or other public authorities. At the Purchaser's ’s request, the Vendor shall Vendors will co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees and consultants of the BusinessMOB; (b) customers, suppliers, distributors or others who have or have had a business relationship with the BusinessMOB; and (c) auditors/accountants, attorneys solicitors or any other persons engaged or previously engaged to provide services to the Business MOB who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall Vendors will permit the Purchaser's ’s representatives or consultants to conduct such physical review of the inventory of the Business MOB as is reasonably necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall will use its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical and only to the extent that the exercise of such rights by the Purchaser is consistent with the Purchaser’s need to complete its due diligence review of the Business and the AssetsMOB.

Access to the Business. The Vendor shall DMR will forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of all title documents, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to DMR and the Business. The Vendor shall Vendors will afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents of the BusinessDMR. At the request of the Purchaser, the Vendor shall Vendors will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of the Business DMR or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business DMR maintained by governmental or other public authorities. At the Purchaser's ’s request, the Vendor shall Vendors will co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the BusinessDMR; (b) customers, suppliers, distributors or others who have or have had a business relationship with the BusinessDMR; and (c) auditors, attorneys solicitors or any other persons engaged or previously engaged to provide services to the Business DMR who have knowledge of matters relating to the Business. ; In particular, without limitation, the Vendor shall Vendors will permit the Purchaser's ’s representatives or consultants to conduct such physical review of the inventory of the Business DMR as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall will not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx Vendors hereunder, which shall will continue in full force and effect. In exercising its rights hereunder the Purchaser shall will use its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review of the Business and the AssetsDMR.

Access to the Business. The Vendor shall forthwith make available to Seller hereby acknowledges that the Purchaser and its authorized representatives and, if requested by the ---------------------- Purchaser, provide a copy to its Affiliates, and their respective Representatives (collectively, the "Purchaser of all title documents, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to the Business. The Vendor shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents Group") may continue their due diligence investigation of the Business. At the request of the Purchaserbusiness, the Vendor shall execute or cause to be executed such consents, authorizations operations and directions as may be necessary to permit any inspection of any property of the Business or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees of the Business; (b) customers, suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged to provide services to the Business who have knowledge of matters relating to the Business. In particular, without limitation, the Vendor shall permit the Purchaser's representatives or consultants to conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical consistent with the need to complete its review affairs of the Business and the AssetsCompany through and until the Closing. The Seller and the Company shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to all corporate books and records, and Stores and other facilities of the Company, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall assist the Purchaser Group in contacting and communicating with the Company's independent accountants, suppliers and other Persons having dealings with the Company. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Company shall in any way release the Seller from the representations and warranties made by them in this Agreement. Until October 7, 1999, Purchaser's satisfaction, in its sole discretion, with the results of its due diligence investigation shall be a condition precedent to Closing. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations, including Phase I and Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Purchaser shall bear the expense of such testing. The Seller and the Company will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store and each parcel of Real Property and Leased Real Property. The Purchaser's satisfaction, in its sole discretion, with the results of any and all such environmental analysis and testing, including without limitation, as to the properties identified on Schedule 5.33, as well as its review of all such information provided by Seller or the Company, will be a condition precedent to Closing. Purchaser shall share the results of any and all such environmental analysis and testing with Seller after receipt thereof, but not later than October 7, 1999.