Common use of ACTION PRIOR TO THE CLOSING DATE Clause in Contracts

ACTION PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date: 4.1. Investigation of the Tribune Station Business and the Xxxxx Station Business. Upon the request of Xxxxxxxx, with respect to the Tribune Station Business, or Tribune, with respect to the Xxxxx Station Business (the "Investigating Party"), the other party hereto (the "Investigated Party") shall and shall cause its subsidiaries party hereto to afford to the officers, employees and authorized representatives of the Investigating Party (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 24-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Tribune Station Business or the Xxxxx Station Business, as the case may be, to the extent the Investigating Party shall reasonably deem necessary or desirable and shall furnish to the Investigating Party or its authorized representatives such additional information concerning the Tribune Station Business or the Xxxxx Station Business, as the case may be, as shall be reasonably requested; provided, however, that the Investigated Party shall not be required to violate any obligation of confidentially to which it is subject in discharging its obligations pursuant to this Section 4.1; and provided, further; that during the period from the date hereof until the consummation of the Xxxxx Merger Meredith's obligations pursuant to this Section 4.1 shall be limited to using commercially reasonable efforts to cause KTC to provide Tribune with access as provided above, provided that, in the event that KTC does not grant Tribune access as provided in this Section 4.1, Xxxxxxxx agrees to exercise its rights under the Xxxxx Merger Agreement to perform such investigation of the Xxxxx Station as Tribune shall reasonably request, at Tribune's cost, and to provide Tribune with the results of such investigation. Each Investigating Party agrees that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Investigated Party.