Common use of Access to the Business Clause in Contracts

Access to the Business. (a) From and after the date of this Agreement until the earlier to occur of the Closing Date and the termination of this Agreement in accordance with Article IX, upon reasonable advance notice and subject to applicable Law, Seller shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, afford to Buyer, its Affiliates and its officers, agents, control persons, employees, consultants, professional advisers (including attorneys, accountants and financial advisors) (“Representatives”) reasonable access during normal business hours, to all of the properties, books, Contracts, commitments, records, officers and employees concerning the Business and the Purchased Assets, including the right to inspect such properties and make copies of such records, and, during such period Seller shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, furnish to Buyer all other information concerning the Business and the Purchased Assets as Buyer may reasonably request; provided that Seller may restrict the foregoing access and the disclosure of information to the extent that, in its good faith judgment, (i) any Law applicable to Seller, Tribune or any of their respective Subsidiaries requires it to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) disclosure of any such information or document could result in the loss of attorney-client privilege or (iv) such access would unreasonably disrupt the operations of the Business. Seller shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) With respect to the information disclosed pursuant to Section 5.5(a), Buyer shall comply with, and shall cause its Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of January 11, 2019 (the “Confidentiality Agreement”), by and between Seller, Tribune and The X.X. Xxxxxxx Company, which agreement shall remain in full force and effect in accordance with its terms.

Access to the Business. (a) From and after the date of this Agreement until the earlier to occur of the Closing Date and the termination of this Agreement in accordance with Article IX, upon reasonable advance at least two (2) Business Days’ prior notice and subject to applicable Law, Seller shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, afford to Buyer, its Affiliates and its officers, agents, control persons, employees, consultants, professional advisers (including attorneys, accountants and financial advisors) (“Representatives”) reasonable access during normal business hours, to all of the properties, books, Contracts, commitments, records, officers and employees Employees concerning the Business and the Purchased Assets, including the right to inspect such properties and make copies of such records, Assets and, during such period Seller shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, furnish to Buyer all other information concerning the Business and the Purchased Assets as Buyer may reasonably request; provided that Seller may restrict the foregoing access and the disclosure of information to the extent that, in its good faith judgment, (i) any Law applicable to Seller, Tribune or any of their respective Subsidiaries requires it to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) disclosure of any such information or document could result in the loss of attorney-client privilege or (iv) such access would unreasonably disrupt the operations of the Business. Seller shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. For the avoidance of doubt, subject to the terms of the Merger Agreement under which Seller shall reasonably request such access (and solely to the extent permitted by the Merger Agreement with respect to Employees of the Tribune Stations), Buyer shall have the right to contact any employee who would be a Transferred Employee to discuss compensation, employee benefits and other terms and conditions of employment after the Closing Date, and to make offers of employment contingent upon consummation of the Transactions. Without limiting the foregoing to the extent they have the right to grant such access, Seller shall, and shall cause its Subsidiaries to, and, with respect to the Tribune Business, to the extent permitted by the Merger Agreement, also shall use commercially reasonable efforts (including by seeking to enforce rights under the Merger Agreement) to cause Tribune to, permit Buyer and/or Representatives to conduct Phase I Environmental Site Assessments and environmental compliance audits of the Owned Real Property and properties subject to Real Property Leases, including (a) interviews of personnel with knowledge of compliance with Environmental Laws, and (b) a review of Environmental Permits and other records and documents relative to compliance with Environmental Laws. Any activities, contacts, or examinations conducted by Buyer and/or Representatives under this Section 5.5 shall be conducted at Buyer’s sole cost and expense and in such a manner as to (y) minimize any disruption of the applicable location’s operations and its relationships with its vendors and customers, and (z) protect applicable proprietary information. No Phase II Environmental Site Assessment or any other intrusive environmental sampling or study shall be performed prior to Closing at the Owned Real Property or properties subject to Real Property Leases by or on behalf of Buyer and Representatives without the prior express permission of Seller or, as applicable, Tribune. Notwithstanding the following, it is expressly understood and agreed that Seller’s obligations pursuant to this Section 5.5 are not conditions to the consummation of the Closing and any failure by Seller to remove any such objectionable matter shall not delay the Closing. Seller’s cooperation with the activities, contacts, or examinations conducted by Buyer and/or Representatives under this Section 5.5 shall not be deemed to satisfy or substitute for Seller’s disclosures of environmental matters in Section 3.16 of the Disclosure Schedule and Seller’s representations and warranties in Section 3.16. (b) With respect to the information disclosed pursuant to Section 5.5(a), Buyer shall comply with, and shall cause its Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of January 1129, 2019 (the “Confidentiality Agreement”), by and between Seller, Tribune and The X.X. Xxxxxxx CompanyTEGNA, which agreement shall remain in full force and effect in accordance with its terms.

Access to the Business. (a) From and after Upon the date of this Agreement until the earlier to occur written request of the Closing Date and Buyer, the termination of this Agreement in accordance with Article IX, upon reasonable advance notice and subject to applicable Law, Seller shall, and shall cause its Subsidiaries Representatives to, reasonably cooperate to, provide to the Buyer and shall use reasonable best efforts its Representatives (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune independent public accountants, attorneys and its Subsidiaries to, afford to Buyer, its Affiliates and its officers, agents, control persons, employees, consultants, professional advisers (including attorneys, accountants and financial advisors) (“Representatives”) reasonable access during normal business hours, and upon reasonable prior notice, to all of the properties, bookspremises, Contracts, commitments, records, officers and employees concerning the Business and the Purchased Assets, including the right to inspect such properties and make copies of such records, and, during such period Seller shallpersonnel, and shall cause its Subsidiaries tobusiness, financial and shall use reasonable best efforts (including by seeking operating records related to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, furnish to Buyer all other information concerning the Business and the Purchased Assets to the extent reasonably necessary for the Buyer’s transition planning, and shall furnish to the Buyer or its Representatives such additional information and data concerning the Business as Buyer may shall be reasonably requestrequested to the extent reasonably necessary for Buyer’s transition planning; provided that reasonable out-of-pocket costs incurred by the Seller may restrict associated with the foregoing shall be reimbursed by Buyer. The Buyer agrees that any such access and shall be conducted in such a manner as not to interfere unreasonably with the operations of the Business or the Seller. Notwithstanding the foregoing, Seller shall not be required to (i) take any action which would constitute a waiver of attorney-client or other legal privilege (provided that the Seller shall use its reasonable best efforts to allow for such access or redacted disclosure to the maximum extent that does not result in a loss of any such attorney-client or other legal privilege) or would compromise the confidential information of the Seller wholly unrelated to the Business; (ii) supply the Buyer with any information to the extent thatthe Seller is under a contractual obligation with an unaffiliated third party entered into prior to the Petition Date; (iii) execute or deliver any certificate, in its good faith judgmentdocument, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing; (iiv) any Law applicable to Seller, Tribune permit the Buyer or any of their respective Subsidiaries requires it its Affiliates to restrict conduct any sampling of soil, sediment, groundwater, surface water or prohibit access building material; or (v) would violate any applicable Law to any such properties or information, (ii) which the information Seller is subject to confidentiality obligations to a Third Party, (iii) disclosure of any such information or document could result in provided that the loss of attorney-client privilege or (iv) such access would unreasonably disrupt the operations of the Business. Seller shall use its reasonable best efforts to make appropriate substitute arrangements or redactions to permit reasonable disclosure arrangements under circumstances not in which the restrictions violation of the preceding sentence applyany applicable Law). (b) With respect to the information disclosed pursuant to Section 5.5(a), Buyer shall comply with, and shall cause its Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of January 11, 2019 (the “Confidentiality Agreement”), by and between Seller, Tribune and The X.X. Xxxxxxx Company, which agreement shall remain in full force and effect in accordance with its terms.