Common use of Due Diligence Access Clause in Contracts

Due Diligence Access. During the Interim Period, upon reasonable advance notice from Buyer, Seller shall, and shall cause the Company and its Subsidiaries to, afford Buyer and its authorized Representatives reasonable access, during regular business hours, to the executive personnel, offices, properties, books and records of the Company and its Subsidiaries in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the conduct of the Business. Buyer acknowledges and agrees that all information it obtains as a result of access under this Section 5.5 shall be subject to the Confidentiality Agreement. Notwithstanding anything to the contrary set forth in this Agreement, none of Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates or any of its or their Representatives shall be required to disclose to Buyer or any of its Representatives any information (a) relating to any sale process conducted by Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates or any of their respective Representatives or any evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto, in each case relating or provided to any Person other than Buyer and its Representatives; (b) if doing so would violate any Contract, applicable Law or other obligation of confidentiality to which Seller, the Company or any of its Subsidiaries, or any of Seller’s Affiliates is a party or is subject (provided that Seller shall, and shall cause the Company, its Subsidiaries and Seller’s and their respective Affiliates to, use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such Contract, Law or obligation); or (c) which such Person believes in good faith, after consultation with outside counsel, would result in a loss of the ability to successfully assert a claim of attorney-client privilege or work product privilege (provided that Seller shall allow for such access or disclosure to the maximum extent that such access or disclosure would not jeopardize any such attorney-client or work product privilege).

Due Diligence Access. During (a) From the Interim Perioddate hereof until the Closing, during normal business hours, upon reasonable advance prior notice from Buyerto Seller and without unreasonably interfering with the operation of Seller’s business, Seller shall, shall and shall cause the Company and its Subsidiaries to, afford Representatives to provide to Buyer and its authorized Buyer’s Representatives prompt and reasonable access, during regular business hours, access to the executive personnel, officesall premises, properties, books management personnel, Representatives and records Records concerning the Purchased Assets as deemed necessary by Buyer to conduct a thorough due diligence investigation of the Company Purchased Assets and its Subsidiaries the Business. Seller shall promptly provide to Buyer copies of all Contracts, Permits, Governmental Authorizations and other Records comprising or relating to the Purchased Assets and the Business as are required to be provided hereunder or as Buyer may request and, in order for Buyer to have any event, shall provide copies of all correspondence between Seller and any Governmental Body concerning the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company products, Services and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the conduct of the Business. Buyer acknowledges and agrees that all information it obtains as a result of access under this Section 5.5 shall be subject entitled to conduct such financial, environmental, engineering, title, physical property and other investigations and audits of any of the Purchased Assets or any aspect of the Business as Buyer shall determine, at Buyer’s cost and expense, and Seller shall and shall cause its Representatives to cooperate with Buyer and its Representatives in connection with the foregoing. Notwithstanding the foregoing, in no event shall Seller be required to make available to Buyer any Records to the Confidentiality Agreementextent legally privileged. Notwithstanding anything Prior to the contrary set forth in this AgreementClosing, none any information, Records or Contracts between Seller and any Person reasonably determined to be a competitor of Seller, the Company EBS or any of its SubsidiariesAffiliates by Seller shall only be made available to outside counsel to Buyer who shall not be allowed to disclose to any non-legal employee or Representative of EBS the name of the competitor or the specific type of development work undertaken by Seller for such competitor. (b) From the date hereof until the Closing, any of during normal business hours and upon reasonable prior notice to EBS and in a manner that does not materially interrupt EBS’s business, EBS shall and shall cause its Representatives to provide to Seller and Seller’s Affiliates Representatives, at Seller’s expense, full access to all Records (other than those Records that include information (financial or any otherwise) previously disclosed by EBS in the SEC reports) deemed reasonably necessary by Seller to conduct a financial and accounting due diligence investigation of its or their Representatives EBS. Notwithstanding the foregoing, in no event shall EBS be required to disclose make available to Buyer or Seller any of its Representatives any information (a) relating Records to any sale process conducted by Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates or any of their respective Representatives or any evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto, in each case relating or provided to any Person other than Buyer and its Representatives; (b) if doing so would violate any Contract, applicable Law or other obligation of confidentiality to which Seller, the Company or any of its Subsidiaries, or any of Seller’s Affiliates is a party or is subject (provided that Seller shall, and shall cause the Company, its Subsidiaries and Seller’s and their respective Affiliates to, use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such Contract, Law or obligation); or extent legally privileged. (c) which From and after the date hereof until the Closing, Seller shall promptly notify Buyer of any and all responses Seller receives from the FDA as it relates to the BLA Approval application and from HHS as it relates to the RFP, and to the extent such Person believes responses are in good faithwriting Seller shall immediately provide to Buyer, after consultation with outside counselat Buyer’s expense, would result in a loss copies of the ability to successfully assert a claim of attorney-client privilege or work product privilege (provided that Seller shall allow for such access or disclosure to the maximum extent that such access or disclosure would not jeopardize any such attorney-client or work product privilege)same.

Due Diligence Access. During the Interim Period, upon reasonable advance notice from BuyerParent, Seller the Company shall, and shall cause the Company and its Subsidiaries to, (a) afford Buyer Parent and its Table of Contents officers, employees, authorized Representatives agents and representatives (as well as any insurer or proposed reinsurer under the Representation and Warranty Policy acting in connection with its offer of such policy) reasonable access, during regular business hours, to the executive personnel, offices, properties, Contracts, systems, books and records of the Company and its Subsidiaries in order for Buyer Parent (and any insurer or proposed reinsurer under the Representation and Warranty Policy acting in connection with its offer of such policy) to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries, and (b) furnish to the officers, employees, authorized agents and representatives of Parent (as well as any insurer or proposed reinsurer under the Representation and Warranty Policy acting in connection with its offer of such policy) such additional financial and operating data and other information regarding the assets, properties and business of the Company and its Subsidiaries as Parent (or such insurer or proposed reinsurer) may from time to time reasonably request in order to assist Parent in fulfilling its obligations under this Agreement, to facilitate the consummation of the transactions contemplated by this Agreement or in connection with Parent obtaining the Representation and Warranty Policy on the most favorable available terms; provided, however, that such access shall not unreasonably interfere with the conduct of the Businessbusiness of the Company or any of its Subsidiaries. Buyer Parent acknowledges and agrees that all information it or any other Person obtains as a result of access under this Section 5.5 6.5 shall be subject to the Confidentiality Agreement. Notwithstanding anything to the contrary set forth in this Agreement, none of Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates or any of its or their Representatives shall be required to disclose to Buyer or any of its Representatives any information (a) relating to any sale process conducted by Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates or any of their respective Representatives or any evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto, in each case relating or provided to any Person other than Buyer and its Representatives; (b) if doing so would violate any Contract, applicable Law or other obligation of confidentiality to which Seller, the Company or any of its Subsidiaries, or any of Seller’s Affiliates is a party or is subject (provided that Seller shall, and shall cause the Company, its Subsidiaries and Seller’s and their respective Affiliates to, use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such Contract, Law or obligation); or (c) which such Person believes in good faith, after consultation with outside counsel, would result in a loss of the ability to successfully assert a claim of attorney-client privilege or work product privilege (provided that Seller shall allow for such access or disclosure to the maximum extent that such access or disclosure would not jeopardize any such attorney-client or work product privilege).

Due Diligence Access. During Subject to the Interim Periodterms and conditions set forth in this Section 4.3, upon reasonable advance notice from Buyerand after the date of this Agreement, Seller shall, and shall cause the Company and its Subsidiaries to, afford Buyer and its authorized Representatives agents and representatives may enter upon the Property during normal business hours (as hereinafter defined) for the purpose of conducting Buyer's due diligence and mapping activities, including reasonable accesstests, during regular business hoursstudies, inquiries and appraisals with respect to the executive personnel, offices, properties, books and records its purchase of the Company and its Subsidiaries in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its SubsidiariesProperty; provided, however, that such access without first obtaining Seller’s prior written consent, Buyer shall only conduct a visual inspection, with no right to conduct any physical testing, boring, sampling or removal (collectively, “Physical Testing”). Seller expressly consents to Buyer conducting a “Phase I” environmental inspection of the Property. If Buyer wishes to conduct any Physical Testing of the Property, Buyer shall submit a work plan to Seller for Seller’s prior written approval, which work plan Seller may modify, limit or disapprove in its sole discretion. Buyer agrees that, in entering and/or conducting any inspections on the Property, Buyer and/or Buyer’s Agents: (i) will not unreasonably interfere with the conduct activity of tenants or any persons occupying or providing service at Seller’s remaining property, (ii) will not reveal to any third parties the Businessresults of its inspections, and (iii) will restore promptly any physical damage caused by the inspections. Buyer shall give Seller reasonable prior notice of its intention to conduct any inspections, and Seller reserves the right to have a representative present. Buyer agrees to promptly deliver to Seller copies of all reports, studies and results of tests and investigations obtained or conducted by Buyer with respect to the Property; provided that, any such information shall be deemed provided without representation or warranty of any kind, and by accepting any such information, Seller acknowledges and agrees that all information it obtains as a result of access under this Section 5.5 Buyer shall be subject to the Confidentiality Agreementdeemed released from any liability for such information. Notwithstanding anything to the contrary set forth As used in this Agreement, none of Seller"normal business hours" means the hours between 7:00 a.m. and 7:00 p.m. (Nevada time) Monday through Friday, but excluding legal holidays. Buyer agrees to keep the Company or any of its Subsidiaries, any of Property and Seller’s Affiliates remaining property free from all liens and to indemnify, defend and hold harmless Seller and Seller's officers, directors, shareholders, beneficiaries, members, partners, agents, employees and attorneys, and their respective successors and assigns, from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including, but not limited to, attorneys' fees, charges and disbursements) incurred, suffered by, or claimed against Seller by reason of any of its liens, damage to the Property or their Representatives shall be required to disclose to Buyer or any of its Representatives any information (a) relating to any sale process conducted by Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates remaining property or injury to persons caused by Buyer and/or its agents, employees or contractors arising out of or in any way connected with their entry upon the Property and/or the performance of their respective Representatives or any evaluation of the Company and its Subsidiaries in connection therewithinspections, including projections, financial tests or other information relating due diligence related thereto, ; provided that Buyer shall not indemnify Seller for any claim resulting solely from Buyer’s discovery of an existing adverse condition. The indemnity in each case relating or provided to any Person other than this Section shall survive the Close of Escrow and/or termination of this Agreement. In all matters regarding Buyer and its Representatives; (b) if doing so would violate any Contract, applicable Law or other obligation of confidentiality agents and representatives entering upon the Property pursuant to which Sellerthis Section 4.3, the Company Buyer agrees to cooperate with the Tenant under the Borsini Lease to minimize any such activities interfering or impairing the use of the Tenant under the Borsini Lease of any of its Subsidiaries, or any portion of the Property and/or Seller’s Affiliates is a party remaining property for the farming or is subject (provided that Seller shallcattle grazing operations conducted by such Tenant thereon, and shall cause including the Company, its Subsidiaries and Seller’s and their respective Affiliates to, use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access interruption of any water or disclosure not in violation of electrical facilities or fencing supporting such Contract, Law farming or obligation); or (c) which such Person believes in good faith, after consultation with outside counsel, would result in a loss of the ability to successfully assert a claim of attorney-client privilege or work product privilege (provided that Seller shall allow for such access or disclosure to the maximum extent that such access or disclosure would not jeopardize any such attorney-client or work product privilege)cattle grazing operations.