Common use of Access to the Business Clause in Contracts

Access to the Business. Upon the written request of the Buyer, the Seller Parties shall use reasonable efforts to afford to the officers, employees and authorized representatives of the Buyer (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided, however, that the Seller Parties or their Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5. 1. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties or their Affiliates. Notwithstanding the foregoing, none of the Seller Parties or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties or their Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller Parties, the Seller Parties or any of their Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by and between Media General, LIN and Buyer Guarantor.

Access to the Business. Upon the written request of the Buyer, the Seller Parties shall use commercially reasonable efforts to cause (including by enforcing the rights of the Seller Parties under the Merger Agreement) LIN and its Affiliates to afford to the officers, employees and authorized representatives of the Buyer (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided, however, that the Seller Parties Parties, LIN or their respective Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties Parties, LIN or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5. 1. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties Parties, LIN or their respective Affiliates. Notwithstanding the foregoing, none of the Seller Parties Parties, LIN or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties Parties, LIN or their respective Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller PartiesParties or LIN, the Seller Parties Parties, LIN or any of their respective Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties or LIN or its Affiliates under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 1912, 2014 (the “Confidentiality Agreement”), by and between among Media General, LIN and Buyer Guarantorthe Buyer.

Access to the Business. Upon From the written request date hereof until the Closing, Seller shall (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Buyerproperties, the Seller Parties shall use reasonable efforts to afford assets, premises, books and records, Assigned Contracts and other documents and data related to the officersBusiness; (b) furnish Buyer and its Representatives with such financial, employees operating and authorized representatives of the Buyer (including independent public accountants, attorneys other data and consultants) reasonable access during normal business hours, and upon reasonable prior notice, information related to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be Buyer or any of its Representatives may reasonably requested request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the extent reasonably necessary for Buyer’s transition planningBusiness; provided, however, that the Seller Parties or their Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5. 1. The Buyer agrees that any such access investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere unreasonably with the operations conduct of Business, the Business or any other businesses of Seller Parties or their any of its Affiliates. Notwithstanding anything to the foregoingcontrary in this Agreement, none of the Seller Parties or their respective Affiliates shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (ix) take cause significant competitive harm to Seller and its businesses, including the Business, if the Transactions are not consummated; (y) jeopardize any action which would constitute a waiver of attorney-client or other privilege privilege; or would compromise (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the confidential information date of this Agreement. Seller shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Seller Parties or their Affiliates not related preceding sentence apply. Prior to the Closing, without the prior written consent of Seller, Buyer shall not contact any suppliers to, or customers of, the Business. Buyer shall, (ii) supply and shall cause its Representatives to, abide by the Buyer with any information which, in the reasonable judgment terms of the Seller Parties, the Seller Parties Confidentiality Agreement with respect to any access or any of their Affiliates are under a contractual or legal obligation not information provided pursuant to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by and between Media General, LIN and Buyer Guarantor5.3.