Common use of Cooperation and Access Clause in Contracts

Cooperation and Access. Each Company shall at reasonable times and with prior reasonable notice during normal business hours permit Agent to visit and inspect any of the properties of the Companies, to examine the data, books, files and records of the Companies (including personnel files) and to make copies thereof and extracts therefrom, to discuss the affairs, finances and accounts of the Companies, to be advised as to the same by their respective officers and advisors and to conduct examinations and verifications. In furtherance of the foregoing, each Company authorizes its officers, directors, management team and advisors to discuss with, and otherwise provide documents and information to, the Agent, Lenders and their respective advisors from time to time as reasonably requested by Agent regarding the Collateral, the sale processes described herein and/or the Companies’ financial affairs, finances, financial condition, business and operations. Each Company hereby waives and releases any such officer, director, employee and advisor from the operation and provisions of any confidentiality agreement with such Company such that such person or entity is not prohibited from providing any of the foregoing information to Agent or Lenders in accordance with this subsection. From and after the date hereof, each Company irrevocably authorize, and shall cause their investment bankers, their financial advisors, consultants, accountants and other advisors (collectively, the “Advisors”) to, upon reasonable prior notice from Agent, consult with, and respond to the inquiries of, the Agent, Lenders and their respective representatives concerning any and all matters relating to the affairs, finances and businesses of the Companies, the assets and capital stock of the Companies, any aspect of the marketing and sale of the Business and/or assets and the Advisors’ activities related thereto (including, without limitation, communications outside the presence of any representatives of any Company). Notwithstanding the foregoing, no Person shall be obligated by this subsection to disclose information protected by the attorney-client, attorney work product or other privileges unless required under applicable law and all information disclosed under this subsection shall be subject to the confidentiality provisions set forth in the Financing Agreement.

Cooperation and Access. Each (a) During the period commencing on the date hereof and ending on the earlier of (i) the Closing Date or (ii) the date upon which this Agreement is terminated in accordance with Section 11.01 (the “Pre-closing Period”), the Sellers and the Company shall, and shall at reasonable times and with prior cause the other Target Companies to, upon reasonable notice given by the Purchaser to the Sellers and the Company, give the Purchaser and its representatives reasonable access, during normal regular business hours permit Agent hours, to visit the books, records, financial statements, Contracts, commitments, directors, officers, employees, contractors, consultants, attorneys, accountants, auditors and inspect any other advisors and representatives of the properties of the Companies, to examine the data, books, files Target Companies (including any books and records of the Companies (including personnel files) Sellers and the Company relating to the businesses, operations, properties, assets, financial condition and results of operations of the Target Companies), and to make copies the properties, assets and facilities of the Target Companies for purposes of inspection and assessment thereof (which inspection or assessment shall not include invasive measures such as soil borings, test pits or groundwater testing), and extracts therefromshall furnish, or cause to be furnished, to discuss the affairsPurchaser and its lenders, finances and accounts of the Companies, to be advised as to the same by their respective officers and advisors and to conduct examinations and verifications. In furtherance of the foregoing, each Company authorizes its officers, directors, management team and advisors to discuss with, and otherwise provide documents and information to, the Agent, Lenders and their respective advisors representatives such financial, tax and operating data (including current financial statements, accounts receivable aging and other current financial information) and other information with respect to the businesses, operations, properties, assets, financial condition and results of operations of the Target Companies as the Purchaser shall from time to time as reasonably requested by Agent regarding the Collateralrequest; provided, the sale processes described herein and/or the Companies’ financial affairshowever, finances, financial condition, business and operations. Each Company hereby waives and releases any such officer, director, employee and advisor from the operation and provisions of any confidentiality agreement with such Company such that such person or entity is not prohibited from providing any of the foregoing all information to Agent or Lenders in accordance with this subsection. From and after the date hereof, each Company irrevocably authorize, and shall cause their investment bankers, their financial advisors, consultants, accountants and other advisors (collectively, the “Advisors”) to, upon reasonable prior notice from Agent, consult with, and respond to the inquiries of, the Agent, Lenders and their respective representatives concerning any and all matters relating to the affairs, finances and businesses of the Companies, the assets and capital stock of the Companies, any aspect of the marketing and sale of the Business and/or assets and the Advisors’ activities related thereto (including, without limitation, communications outside the presence of any representatives of any Company). Notwithstanding the foregoing, no Person shall be obligated by this subsection to disclose information protected received by the attorney-client, attorney work product or other privileges unless required under applicable law Purchaser and all information disclosed under its Affiliates pursuant to this subsection Section 8.01(a) shall be subject to the confidentiality provisions set forth terms of the Confidentiality Agreement. In addition, during the Pre-closing Period, the Purchaser and its Affiliates may, with the consent of the Seller Representative (such consent not to be unreasonably withheld or delayed), (i) contact the contractors, subcontractors, customers, suppliers and other Persons doing business with the Target Companies and (ii) discuss with, or provide information to, and request information from, such contractors, subcontractors, customers, suppliers and other Persons concerning the transactions contemplated by this Agreement; provided, that the Seller Representative and Purchaser shall (x) coordinate with each other in good faith to establish guidelines and procedures with respect to any such contact with the Financing contractors, subcontractors, customers, suppliers and other Persons doing business with the Target Companies and (y) permit the Seller Representative to attend and participate (or select its designee to attend and participate) in such discussions with such contractors, subcontractors, customers, suppliers and other Persons concerning the transactions contemplated by this Agreement.

Cooperation and Access. Each Company shall at reasonable times and with prior reasonable notice during normal business hours permit Agent to visit and inspect any of the properties of the Companies, to examine the data, books, files and records of the Companies (including personnel files) and to make copies thereof and extracts therefrom, to discuss the affairs, finances and accounts of the Companies, to be advised as to the same by their respective officers and advisors and to conduct examinations and verifications. In furtherance of the foregoing, each Company authorizes its officers, directors, management team and advisors to discuss with, and otherwise provide documents and information to, the Agent, Lenders and their respective advisors from time to time as reasonably requested by Agent regarding the Collateral, the sale processes described herein and/or the Companies’ ' financial affairs, finances, financial condition, business and operations. Each Company hereby waives and releases any such officer, director, employee and advisor from the operation and provisions of any confidentiality agreement with such Company such that such person or entity is not prohibited from providing any of the foregoing information to Agent or Lenders in accordance with this subsection. From and after the date hereof, each Company irrevocably authorize, and shall cause their investment bankers, their financial advisors, consultants, accountants and other advisors (collectively, the “Advisors”) to, upon reasonable prior notice from Agent, consult with, and respond to the inquiries of, the Agent, Lenders and their respective representatives concerning any and all matters relating to the affairs, finances and businesses of the Companies, the assets and capital stock of the Companies, any aspect of the marketing and sale of the Business and/or assets and the Advisors’ activities related thereto (including, without limitation, communications outside the presence of any representatives of any Company). Notwithstanding the foregoing, no Person shall be obligated by this subsection to disclose information protected by the attorney-client, attorney work product or other privileges unless required under applicable law and all information disclosed under this subsection shall be subject to the confidentiality provisions set forth in the Financing Agreement.