Common use of Information and Documents Clause in Contracts

Information and Documents. From and after the Effective Date and for a period of three (3) years following the Closing Date, upon reasonable advance notice in writing and to the extent permitted by applicable Law, Seller shall, and shall cause the Divesting Entities to, permit Purchaser and its Representatives to have reasonable access, during normal business hours, to properties, assets, books, records, agreements, documents, data, files and personnel of Seller or such Divesting Entity, as applicable, in each case to the extent relating to the Purchased Assets, the Assumed Liabilities or the Business, as may reasonably be requested by Purchaser; provided, however, that such access shall not unreasonably interfere with Seller’s or any Divesting Entity’s operation of their respective businesses, including the Business; provided, further, that Seller may restrict the foregoing access to the extent that (i) in the reasonable judgment of Seller (after consulting with counsel), such access or provision of information would result in a violation of confidentiality obligations to a third party, (ii) disclosure of any such information would result in disclosure of any proprietary information or trade secrets of Seller or any other Person (other than with respect to Confidential Information or otherwise in respect of the Business) or (iii) disclosure of any such information would result in the loss or waiver of any attorney-client privilege, in which case Seller shall use commercially reasonable efforts to provide Purchaser with an acceptable alternative means of obtaining such information; provided, further, that Seller may redact any material provided under this Section 6.04 to the extent such material relates to any assets or products other than such reasonable financial and operating data and other information that is available with respect to the Purchased Assets, the Assumed Liabilities the Business or sale of the Products (or consent to authorize Purchaser to obtain appropriate records from any Governmental Authority) as Purchaser may from time to time reasonably request.

Information and Documents. (a) From and after the Effective Date date hereof and for a period of three (3) years following the Closing Datepending Closing, upon reasonable advance notice in writing and to the extent permitted by applicable Lawnotice, Seller shall, shall (and shall cause the Divesting Entities each of its Affiliates to, ) (i) permit Purchaser and its Representatives to have reasonable access, during normal regular business hourshours to all offices and facilities, to properties, and the assets, books, records, agreements, documents, data, files and personnel of Seller or of, and such Divesting Entity, as applicable, in each case to the extent other information relating to the Purchased Assets, the Assumed Liabilities or the Business, as may reasonably be requested by Purchaser; provided, however, that such access shall not unreasonably interfere with Seller’s or any Divesting Entity’s operation of their respective businesses, Assets (including the Business; provided, further, that Seller may restrict the foregoing access to the extent that (i) in the reasonable judgment of Seller (after consulting with counselBooks and Records), such access or provision of information would result in a violation of confidentiality obligations to a third party, (ii) disclosure of furnish, or cause to be furnished, to Purchaser any such information would result in disclosure of any proprietary information or trade secrets of Seller or any other Person (other than with respect to Confidential Information or otherwise in respect of the Business) or (iii) disclosure of any such information would result in the loss or waiver of any attorney-client privilege, in which case Seller shall use commercially reasonable efforts to provide Purchaser with an acceptable alternative means of obtaining such information; provided, further, that Seller may redact any material provided under this Section 6.04 to the extent such material relates to any assets or products other than such reasonable financial and operating data and other information that is available with respect to the Seller’s Purchased Assets, the Assumed Liabilities the Business or sale of the Products (or consent to authorize Purchaser to obtain appropriate records from any Governmental Authority) Assets as Purchaser may from time to time reasonably requestrequests and (iii) instruct the personnel, and their counsels and financial advisors to cooperate with Purchaser in its investigation of the Purchased Assets, including instructing its accountants to give Purchaser access to their work papers; provided, however, that no such access shall unreasonably interfere in any material respect with Seller’s or any of its Affiliate’s operation of business; and provided further that Seller may restrict the foregoing access to the extent that (A) in the opinion of Seller’s counsel (a copy of which is provided to Purchaser), any applicable Law requires Seller or any of its Affiliates to restrict or prohibit access to any information, (B) in the reasonable judgment of Seller, the disclosure of information would result in Seller or any of its Affiliates being in violation of confidentiality obligations to a third party, or (C) disclosure of any such information or document could result in the loss or waiver of the attorney-client privilege. If Seller seeks to withhold information from Purchaser for any reason permitted by this Section 6.1, Seller and Purchaser shall cooperate in good faith to implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided. It is further agreed that, prior to Closing, except for announcements or filings required by applicable securities laws, Purchaser and its Representatives shall not make any announcements or statements targeted at, or otherwise communicate directly with, any of the customers, manufacturers or suppliers of Seller or its Affiliates, in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by Seller, which authorization shall not be unreasonably withheld, conditioned or delayed.

Information and Documents. (a) From and after the Effective Date date hereof and for a period of three (3) years following the Closing Datepending Closing, upon reasonable advance notice in writing and to the extent permitted by applicable Lawnotice, Seller shall, shall (and shall cause the Divesting Entities each of its Affiliates to, ) (i) permit Purchaser and its Representatives to have reasonable access, during normal regular business hourshours to all offices and facilities, to properties, and the assets, books, records, agreements, documents, data, files and personnel of Seller or of, and such Divesting Entity, as applicable, in each case to the extent other information relating to the Purchased Assets, the Assumed Liabilities or the Business, as may reasonably be requested by Purchaser; provided, however, that such access shall not unreasonably interfere with Seller’s or any Divesting Entity’s operation of their respective businesses, Assets (including the Business; provided, further, that Seller may restrict the foregoing access to the extent that (i) in the reasonable judgment of Seller (after consulting with counselBooks and Records), such access or provision of information would result in a violation of confidentiality obligations to a third party, (ii) disclosure of furnish, or cause to be furnished, to Purchaser any such information would result in disclosure of any proprietary information or trade secrets of Seller or any other Person (other than with respect to Confidential Information or otherwise in respect of the Business) or (iii) disclosure of any such information would result in the loss or waiver of any attorney-client privilege, in which case Seller shall use commercially reasonable efforts to provide Purchaser with an acceptable alternative means of obtaining such information; provided, further, that Seller may redact any material provided under this Section 6.04 to the extent such material relates to any assets or products other than such reasonable financial and operating data and other information that is available with respect to the Seller’s Purchased Assets, the Assumed Liabilities the Business or sale of the Products (or consent to authorize Purchaser to obtain appropriate records from any Governmental Authority) Assets as Purchaser may from time to time reasonably request.requests and (iii) instruct the personnel, and their counsels and financial advisors to cooperate with Purchaser in its investigation of the Purchased Assets, including instructing its accountants to give Purchaser access to their work papers; provided, however, that no such access shall unreasonably interfere in any material respect with Seller’s or any of its Affiliate’s operation of business; and provided further that Seller may restrict the foregoing access to the extent that (A) in the opinion of Seller’s counsel (a copy of which is provided to Purchaser), any applicable Law requires Seller or any of its Affiliates to restrict or prohibit access to any information, (B) in the reasonable judgment of Seller, the disclosure of information would result in Seller or any of its Affiliates being in violation of confidentiality obligations to a third party, or (C) disclosure of any such information or document could result in the loss or waiver of the attorney-client privilege. If Seller seeks to withhold information from Purchaser for any reason permitted by this Section 6.1, Seller and Purchaser shall cooperate in good faith to implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided. It is further agreed that, prior to Closing, except for announcements or filings required by applicable securities laws, Purchaser and its Representatives shall not make any announcements or statements targeted at, or otherwise communicate directly with, any of the customers, manufacturers or suppliers of Seller or its Affiliates, in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by Seller, which authorization shall not be unreasonably withheld, conditioned or delayed. ​

Information and Documents. (a) From and after the Effective Date date hereof and for a period of three (3) years following prior to the Closing DateClosing, subject to applicable Law and any applicable Order, upon reasonable advance notice in writing and to the extent permitted by applicable LawSeller, Seller shall, and shall cause the Divesting Entities to, permit Purchaser and its Representatives to have supervised, reasonable access, during regular normal business hours, to propertiesthe Business Employees and Shared Service Employees and other employees knowledgeable about the Business or the Conveyed Companies, and to the assets, booksbooks and records of the Seller Entities and the Conveyed Companies relating to the Business (other than the Excluded Assets and the books and records related thereto) and the Conveyed Companies, records, agreements, documents, data, files and personnel of Seller shall make available to Purchaser such financial and operating data and other available information with respect to the Business or such Divesting Entity, the Conveyed Companies as applicable, in each case Purchaser shall from time to time reasonably request (to the extent relating to the Purchased Assets, the Assumed Liabilities such data or the Business, as may reasonably be requested by Purchaserinformation is available under normal operating procedures); provided, however, that no such access shall not unreasonably interfere with Seller’s the operation of the businesses of Seller or any Divesting Entity’s operation of their respective businessesits Affiliates, including the Business; and provided, further, that neither Seller nor its Affiliates shall be required to take any action which would reasonably be likely to constitute a waiver of attorney-client or work product privileges; provided, further, that Seller may restrict if the foregoing disclosure or access to the extent that (i) in the reasonable judgment of Seller (after consulting with counsel)under this Section 5.1 is restricted by Law, such access Order or provision of information would result in a violation of confidentiality obligations to a third party, (ii) disclosure of any such information would result in disclosure of any proprietary information or trade secrets of Seller or any other Person (other than with respect to Confidential Information or otherwise in respect of the Business) or (iii) disclosure of any such information would result in the loss or potential waiver of any attorney-client privilegeor work product privileges, in which case Seller shall inform Purchaser as to the general nature of what is being withheld as a result of the foregoing and shall use its commercially reasonable efforts to provide Purchaser with an acceptable alternative means of obtaining disclose such information; provided, further, information in a way that Seller may redact would not waive such privilege or contravene any material provided under this Section 6.04 to the extent such material relates to any assets applicable Law or products other than such reasonable financial and operating data and other information that is available with respect to the Purchased Assets, the Assumed Liabilities the Business or sale of the Products (or consent to authorize Purchaser to obtain appropriate records from any Governmental Authority) as Purchaser may from time to time reasonably requestOrder.

Information and Documents. (a) From and after the Effective Date date hereof and for a period of three (3) years following the Closing Datepending Closing, upon reasonable advance notice in writing and to the extent permitted by applicable Lawnotice, Seller shall, shall (and shall cause the Divesting Entities each of its Affiliates to, ) (i) permit Purchaser and its Representatives to have reasonable access, during normal regular business hourshours to all offices and facilities, to properties, and the assets, books, records, agreements, documents, data, files and personnel of Seller or of, and such Divesting Entity, as applicable, in each case to the extent other information relating to the Purchased Assets, the Assumed Liabilities or the Business, as may reasonably be requested by Purchaser; provided, however, that such access shall not unreasonably interfere with Seller’s or any Divesting Entity’s operation of their respective businesses, Assets (including the Business; provided, further, that Seller may restrict the foregoing access to the extent that (i) in the reasonable judgment of Seller (after consulting with counselBooks and Records), such access or provision of information would result in a violation of confidentiality obligations to a third party, (ii) disclosure of furnish, or cause to be furnished, to Purchaser any such information would result in disclosure of any proprietary information or trade secrets of Seller or any other Person (other than with respect to Confidential Information or otherwise in respect of the Business) or (iii) disclosure of any such information would result in the loss or waiver of any attorney-client privilege, in which case Seller shall use commercially reasonable efforts to provide Purchaser with an acceptable alternative means of obtaining such information; provided, further, that Seller may redact any material provided under this Section 6.04 to the extent such material relates to any assets or products other than such reasonable financial and operating data and other information that is available with respect to the Seller’s Purchased Assets, the Assumed Liabilities the Business or sale of the Products (or consent to authorize Purchaser to obtain appropriate records from any Governmental Authority) Assets as Purchaser may from time to time reasonably request.requests and (iii) instruct the personnel, and their counsels and financial advisors to cooperate with Purchaser in its investigation of the Purchased Assets, including instructing its accountants to give Purchaser access to their work papers; provided, however, that no such access shall unreasonably interfere in any material respect with Seller’s or any of its Affiliate’s operation of business; and provided further that Seller may restrict the foregoing access to the extent that (A) in the opinion of Seller’s counsel (a copy of which is provided to Purchaser), any applicable Law requires Seller or any of its Affiliates to restrict or prohibit access to any information, (B) in the reasonable judgment of Seller, the disclosure of information would result in Seller or any of its Affiliates being in violation of confidentiality obligations to a third party, or (C) disclosure of any such information or document could result in the loss or waiver of the attorney-client privilege. If Seller seeks to withhold information from Purchaser for any reason permitted by this Section 6.1, Seller and Purchaser shall cooperate in good faith to implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided. It is further agreed that, prior to Closing, except for announcements or filings required by applicable securities laws, Purchaser and its Representatives shall not make any announcements or statements targeted at, or otherwise communicate directly with, any of the customers, manufacturers or suppliers of Seller or its Affiliates, in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by Seller, which authorization shall not be unreasonably withheld, conditioned or delayed. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Information and Documents. (a) From and after the Effective Date and for a period of three (3) years [***] following the Closing Date, upon reasonable advance notice in writing and to the extent permitted by applicable Law, Seller shall, and shall cause the Divesting Entities to, permit Purchaser and its Representatives to have reasonable access, during normal business hours, to properties, assets, books, records, agreements, documents, data, files and personnel of Seller or such Divesting Entity, as applicablepersonnel, in each case to the extent relating to the Purchased Assets, the Assumed Liabilities Assets or the Business, as may reasonably be requested by PurchaserPurchaser (it being understood that any request for direct access to Seller’s computer systems shall be deemed unreasonable); provided, however, that such access shall not unreasonably interfere with Seller’s or any Divesting Entity’s operation of their respective businesses, including the Business; provided, further, that Seller may restrict the foregoing access to the extent that (i) in the reasonable judgment of Seller (after consulting with counsel), such access or provision of information would result in a violation of confidentiality obligations to a third party, (ii) disclosure of any such information would result in disclosure of any proprietary information or trade secrets of Seller or any other Person (other than with respect to Confidential Information or otherwise in respect of the Business) or (iii) disclosure of any such information would result in the loss or waiver of any attorney-client privilege, in which case Seller shall use commercially reasonable efforts to provide Purchaser with an acceptable alternative means of obtaining such information; provided, further, that Seller may redact any material provided under this Section 6.04 6.03 to the extent such material relates to any assets or products other than such reasonable financial and operating data and other information that is available with respect to the Purchased Assets, the Assumed Liabilities the Business or sale of the Products (or consent to authorize Purchaser to obtain appropriate records from any Governmental Authority) as Purchaser may from time to time reasonably request. Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission.

Information and Documents. (a) From and after time to time prior to the Effective Date and for a period of three (3) years following the Closing DateClosing, upon reasonable advance notice in writing and to the extent permitted by applicable Law, Seller shall, and shall cause the Divesting Entities its Affiliates to, permit Purchaser and its Representatives representatives to have reasonable access, during normal business hours, to propertiessuch personnel of, assetsand, books, records, agreements, documents, data, files and personnel of Seller or such Divesting Entity, as applicable, in each case to the extent relating to the Purchased Assets, such books, records, agreements, documents, databases, files and other documentation in the Assumed Liabilities possession or the Business, control of Seller and its Affiliates as may reasonably be requested by Purchaser; provided, however, that such access shall not unreasonably interfere with Seller’s or any Divesting Entity’s such Affiliates’ operation of their respective businesses, including the Business; and provided, furtherfurther that any portions of any such documents that do not relate to the Purchased Assets or the Assumed Liabilities may be redacted before Seller makes available copies of any such documentation or originals thereof to Purchaser. Notwithstanding the foregoing, that Seller may restrict the foregoing access to the extent that (i) in the reasonable judgment of Seller (after consulting with counsel)Seller, such access to documentation or provision of information therein would result in a violation of confidentiality obligations to a third partyThird Party, and (ii) disclosure of any such information would result in disclosure of any proprietary information or trade secrets of Seller Seller, its Affiliates, or any other Person (other than with respect to Confidential Information the Purchased Assets or otherwise in respect of the Business) or (iii) disclosure of any such information would result in the loss or waiver of any attorney-client privilegeAssumed Liabilities); provided, in which case that Seller shall use commercially reasonable efforts to provide minimize the amount of information so restricted. The documentation and other information obtained or received by Purchaser with an acceptable alternative means of obtaining such informationor its representatives pursuant to this Section 7.1(a) shall be subject to Section 10.8 below; provided, furtherhowever, that Seller may redact any material provided under this Section 6.04 to the extent such material relates to any assets documentation or products other than such reasonable financial and operating data and other information that is available with respect to constitutes privileged attorney-client communication or attorney work product will be deemed disclosed by Seller under the Purchased Assets, the Assumed Liabilities the Business or sale of the Products Joint Privilege Agreement and will be deemed “Privileged Information” thereunder (or consent to authorize Purchaser to obtain appropriate records from any Governmental Authority) as Purchaser may from time to time reasonably requestdefined therein).

Information and Documents. (a) From and after the Effective Date date hereof and for a period of three (3) years following prior to the Closing DateClosing, subject to applicable Law and any applicable Order, upon reasonable advance notice in writing and to the extent permitted by applicable LawSeller, Seller shall, and shall cause the Divesting Entities to, permit Purchaser and its Representatives to have supervised, reasonable access, during regular normal business hours, to propertiesthe Business Employees, assetsto other employees knowledgeable about the Business, books, records, agreements, documents, data, files and personnel of Seller the Purchased Assets or such Divesting Entity, as applicable, in each case the Conveyed Companies (to the extent relating to the Purchased AssetsBusiness), and to the Assumed Liabilities or assets, books and records of Seller and its Affiliates and the Conveyed Companies to the extent relating to the Business, the Purchased Assets (other than, for the avoidance of doubt, the Excluded Assets and the books and records related thereto) and the Conveyed Companies (to the extent relating to the Business), and shall make available to Purchaser such financial and operating data and other available information with respect to the Business or the Conveyed Companies (to the extent relating to the Business) as may Purchaser shall from time to time reasonably be requested by Purchaserrequest (to the extent such data or information is available under normal operating procedures); provided, however, that no such access shall not unreasonably interfere with Seller’s the operation of the businesses of Seller or any Divesting Entity’s operation of their respective businessesits Affiliates, including the Business; and provided, further, that neither Seller may restrict the foregoing access nor its Affiliates shall be required to the extent that (i) in the reasonable judgment of Seller (after consulting with counsel), such access or provision of information take any action which would result in reasonably be likely to constitute a violation of confidentiality obligations to a third party, (ii) disclosure of any such information would result in disclosure of any proprietary information or trade secrets of Seller or any other Person (other than with respect to Confidential Information or otherwise in respect of the Business) or (iii) disclosure of any such information would result in the loss or waiver of any attorney-client privilege, in which case privilege (provided that Seller and its Affiliates shall inform Purchaser as to the general nature of the information being withheld as a result of the foregoing and shall use their commercially reasonable efforts to provide Purchaser with an acceptable make alternative means of obtaining arrangements to disclose such information; provided, further, information in a way that Seller may redact any material provided under this Section 6.04 to the extent would not waive such material relates to any assets or products other than such reasonable financial and operating data and other information that is available with respect to the Purchased Assets, the Assumed Liabilities the Business or sale of the Products (or consent to authorize Purchaser to obtain appropriate records from any Governmental Authority) as Purchaser may from time to time reasonably requestprivilege).