Common use of Information Prior to Closing Clause in Contracts

Information Prior to Closing. (a) Subject to Applicable Law and the Confidentiality Agreement, between the date hereof and the Closing Date, the Company shall, and the Company shall cause the Company Subsidiaries to, use reasonable best efforts to make their management and other employees reasonably available to Buyer and its representatives during normal business hours and upon reasonable advance notice and provide Buyer and its accountants, employees, attorneys and other representatives reasonable access during normal business hours and upon reasonable advance notice to, and permit such Persons to review, their respective properties, books, Contracts, accounts and records, and shall provide such other information to Buyer and its representatives as they may reasonably request. Subject to Applicable Law, the Company shall, and shall cause the Company Subsidiaries to, furnish promptly to Buyer a copy of each material report, notice, schedule, registration statement and other material document filed with or received by a Governmental Authority. Any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall affect or be deemed to modify any representation or warranty made by the Company or the Sellers hereunder. Nothing contained in this Section 6.2 (Information Prior to Closing) shall, prior to the Closing, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney client or similar privilege or trade secret protection held by the Company or any Company Subsidiary; provided, however, that the Company shall use reasonable best efforts to accommodate any request from Buyer for access or information pursuant to this Section 6.2 (Information Prior to Closing) in a manner that does not result in such a waiver. (b) Between the date hereof and the Closing Date, within fifteen (15) Business Days after the end of each calendar month or as soon as reasonably practicable thereafter, the Company shall provide, in accordance with Applicable Law, on a monthly basis historical monthly unaudited financial statements of the Company and the Company Subsidiaries, including statements of operations and balance sheets.

Information Prior to Closing. (a) Subject to the provisions of Section 5.6 and Applicable Law and the confidentiality obligations set forth in the Confidentiality Agreement, between the date hereof and the earlier of the Closing DateDate and the termination of this Agreement in accordance with its terms, the Company MLIM Parent shall, and the Company shall cause the Company Subsidiaries MLIM Controlled Affiliates to, use reasonable best efforts and BlackRock shall, and shall cause the BlackRock Controlled Affiliates to, instruct their respective management personnel to make their management and reasonably cooperate with the other employees reasonably available to Buyer party and its representatives during normal business hours and upon reasonable advance notice and provide Buyer the other party and its accountants, employees, attorneys and other representatives acting on behalf of the other party with reasonable access during normal business hours and upon reasonable advance notice to, and permit such Persons to review, their respective properties, books, Contracts, accounts and records, and shall provide such other information to Buyer the other party and its representatives as they may reasonably request. Subject to Applicable Law, the Company shall, ; provided that any such access and shall cause the Company Subsidiaries to, furnish promptly to Buyer a copy of each material report, notice, schedule, registration statement and other material document filed with or received by a Governmental Authority. Any investigation pursuant to this Section 6.2 (Information Prior to Closing) review shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the Business. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall affect or be deemed to modify any representation or warranty made by the Company or the Sellers hereunder. Nothing contained in this Section 6.2 (Information Prior to Closing) shall, prior to the Closing, require the Company to take any action that would, in the good faith judgment business of the CompanyMLIM Companies, constitute a waiver of or BlackRock and the attorney client or similar privilege or trade secret protection held by the Company or any Company Subsidiary; providedBlackRock Companies, however, that the Company shall use reasonable best efforts to accommodate any request from Buyer for access or information pursuant to this Section 6.2 (Information Prior to Closing) in a manner that does not result in such a waiveras applicable. (b) Between the date hereof and the earlier of the Closing Date, within fifteen (15) Business Days after Date and the end termination of each calendar month or as soon as reasonably practicable thereafter, the Company shall provide, this Agreement in accordance with Applicable Lawits terms, each of MLIM Parent and BlackRock shall provide the other party on a monthly basis historical promptly as they become available copies of all regularly prepared monthly unaudited financial statements and reports of the Company and the Company SubsidiariesMLIM Business or BlackRock, as appropriate, including statements of operations and balance sheets. (c) Between the date hereof and until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, MLIM Parent shall, and shall use its commercially reasonable efforts to cause the MLIM Controlled Affiliates to, cooperate with BlackRock in its efforts to comply with the Laws affecting public companies in the United States, including the Sarbanes-Oxley Act, to the extent that such compliance involves the MXXX Xxxxxxxxx. In furtherance (and not in limitation) of the foregoing, between the date of this Agreement and the Closing Date, MLIM Parent shall, and shall use its commercially reasonable efforts to cause the MLIM Controlled Affiliates to, permit representatives of BlackRock acting on behalf of BlackRock to meet with officers of the MLIM Companies responsible for the Financial Statements and the Internal Controls to discuss such matters as reasonably necessary for BlackRock to be able to satisfy applicable obligations under the Sarbanes-Oxley Act immediately following the Closing.

Information Prior to Closing. (a) Subject to Applicable Law Between the date hereof and the Confidentiality AgreementClosing Date, the Company shall, and the Company and Sellers shall cause the Company Subsidiaries to, make its management reasonably available to Buyers and their representatives and provide Buyers and their accountants, employees, attorneys and other representatives reasonable access to, and permit such Persons to review, during normal business hours and upon prior request directed to the Company’s Chief Operating Officer, its respective properties, books, Contracts, accounts, records and files, including Mortgage Loan Files, and shall provide such other information to Buyers and their representatives as they may reasonably request, including such availability and access reasonably necessary to assist Buyer with integration and transition planning in connection with the Transaction and not inconsistent with or violative of Applicable Law. Such access shall include providing, as reasonably requested by the Buyers, information maintained by the Company or any Company Subsidiary relating to the matters covered by Sections 2.17 and 2.18. (b) Between the date hereof and the Closing Date, the Company shall provide on a monthly basis (i) monthly financial statements of the Company and the Company Subsidiaries, in such form as is regularly prepared by the Company or the Company Subsidiaries, including statements of operations and balance sheets, (ii) monthly management reports of the Company and the Company Subsidiaries in such form as is regularly prepared by the Company or the Company Subsidiaries, including comprehensive loan origination information and pricing. (c) Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, at the Company’s sole cost and expense (which cost and expense shall not exceed $500,000), cooperate with and assist Buyers in their efforts to (i) cause the Company to comply from and after Closing with the Laws affecting public companies in the United States, including implementing financial and accounting controls required by the Xxxxxxxx-Xxxxx Act, and (ii) implement the recommendations for improving the operations of the Company set forth in the memorandum attached as Exhibit I. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, identify a chief general counsel and senior financial officer of the Company or Company Subsidiaries acceptable to the Buyers. In furtherance (and not in limitation) of the foregoing, between the date hereof and the Closing Date, the Company shall, and the Company and Sellers shall cause the Company Subsidiaries to, use reasonable best efforts permit representatives of Buyers to make their management and other employees reasonably available to Buyer and its representatives during normal business hours and upon reasonable advance notice and provide Buyer and its accountants, employees, attorneys and other representatives reasonable access during normal business hours and upon reasonable advance notice to, and permit such Persons to review, their respective properties, books, Contracts, accounts and records, and shall provide such other information to Buyer and its representatives as they may reasonably request. Subject to Applicable Law, the Company shall, and shall cause the Company Subsidiaries to, furnish promptly to Buyer a copy of each material report, notice, schedule, registration statement and other material document filed meet with or received by a Governmental Authority. Any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall affect or be deemed to modify any representation or warranty made by the Company or the Sellers hereunder. Nothing contained in this Section 6.2 (Information Prior to Closing) shall, prior to the Closing, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney client or similar privilege or trade secret protection held by the Company or any Company Subsidiary; provided, however, that the Company shall use reasonable best efforts to accommodate any request from Buyer for access or information pursuant to this Section 6.2 (Information Prior to Closing) in a manner that does not result in such a waiver. (b) Between the date hereof and the Closing Date, within fifteen (15) Business Days after the end of each calendar month or as soon as reasonably practicable thereafter, the Company shall provide, in accordance with Applicable Law, on a monthly basis historical monthly unaudited financial statements officers of the Company and its Company Subsidiaries responsible for the Company Subsidiaries, including statements of operations Financial Statements and balance sheetsthe Internal Controls to discuss such matters as Buyers may deem reasonably necessary or appropriate for them to be able to satisfy applicable obligations under the Xxxxxxxx-Xxxxx Act immediately following the Closing.

Information Prior to Closing. (a) Subject to Applicable Law the provisions of Section 5.6 and the confidentiality obligations of Buyer Parent set forth in the Confidentiality Agreement, between the date hereof and the Closing Date, Seller and the Company shall, and the Company and Seller shall cause the Company Subsidiaries Controlled Affiliates to, use reasonable best efforts instruct their respective management personnel to make reasonably cooperate with Buyers and their management and other employees reasonably available to Buyer and its representatives during normal business hours and upon reasonable advance notice provide Buyers and provide Buyer and its their accountants, employees, attorneys and other representatives acting on behalf of Buyers with reasonable access during normal business hours and upon reasonable advance notice to, and permit such Persons to review, their respective properties, books, Contracts, accounts and recordsrecords (including all studies, Phase I assessments, analyses and test results, in the possession, custody or control of or otherwise known to the Company, the Controlled Affiliates or Seller or its Affiliates relating to the environmental conditions on, under or about any real property now or previously owned or operated by the Company or any Controlled Affiliate and any Managed Real Property), and shall provide such other information to Buyer Buyers and its their representatives as they may reasonably request. Subject to Applicable Law, the Company shall, ; provided that any such access and shall cause the Company Subsidiaries to, furnish promptly to Buyer a copy of each material report, notice, schedule, registration statement and other material document filed with or received by a Governmental Authority. Any investigation pursuant to this Section 6.2 (Information Prior to Closing) review shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the Business. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall affect or be deemed to modify any representation or warranty made by the Company or the Sellers hereunder. Nothing contained in this Section 6.2 (Information Prior to Closing) shall, prior to the Closing, require the Company to take any action that would, in the good faith judgment business of the CompanySeller, constitute a waiver of the attorney client or similar privilege or trade secret protection held by the Company or any Company Subsidiary; provided, however, that the Company shall use reasonable best efforts to accommodate any request from Buyer for access or information pursuant to this Section 6.2 (Information Prior to Closing) in a manner that does not result in such a waiverControlled Affiliates. (b) Between the date hereof and the Closing Date, within fifteen (15) Business Days after the end of each calendar month or as soon as reasonably practicable thereafter, the Company shall provide, in accordance with Applicable Law, provide on a monthly basis historical promptly as they become available (i) copies of all regularly prepared monthly unaudited financial statements and reports of the Company and any Controlled Affiliates, and (ii) without duplication of the Price Adjustment Schedule required by Section 5.14, the Price Adjustment Schedule prepared as of the last Business Day of each month ending after the date hereof and prior to the Closing. (c) Between the date hereof and the Closing Date, Seller and the Company Subsidiariesshall, and the Company and Seller shall use their respective reasonable best efforts to cause the Controlled Affiliates to, cooperate with Buyers in their efforts to comply with the Laws affecting public companies in the United States, including statements the Xxxxxxxx-Xxxxx Act, to the extent that such compliance involves the Company or any Controlled Affiliates. In furtherance (and not in limitation) of operations the foregoing, between the date of this Agreement and balance sheetsthe Closing Date, the Company shall, and Company and Seller shall use their respective reasonable best efforts to cause the Controlled Affiliates to, permit representatives of Buyers acting on behalf of Buyers to meet with officers of the Company and its Controlled Affiliates responsible for the Financial Statements and the Internal Controls to discuss such matters as reasonably necessary for them to be able to satisfy applicable obligations under the Xxxxxxxx-Xxxxx Act immediately following the Closing.

Information Prior to Closing. (a) Subject to the provisions of Section 5.6 and Applicable Law and the confidentiality obligations set forth in the Confidentiality Agreement, between the date hereof and the earlier of the Closing DateDate and the termination of this Agreement in accordance with its terms, the Company MLIM Parent shall, and the Company shall cause the Company Subsidiaries MLIM Controlled Affiliates to, use reasonable best efforts and BlackRock shall, and shall cause the BlackRock Controlled Affiliates to, instruct their respective management personnel to make their management and reasonably cooperate with the other employees reasonably available to Buyer party and its representatives during normal business hours and upon reasonable advance notice and provide Buyer the other party and its accountants, employees, attorneys and other representatives acting on behalf of the other party with reasonable access during normal business hours and upon reasonable advance notice to, and permit such Persons to review, their respective properties, books, Contracts, accounts and records, and shall provide such other information to Buyer the other party and its representatives as they may reasonably request. Subject to Applicable Law, the Company shall, ; provided that any such access and shall cause the Company Subsidiaries to, furnish promptly to Buyer a copy of each material report, notice, schedule, registration statement and other material document filed with or received by a Governmental Authority. Any investigation pursuant to this Section 6.2 (Information Prior to Closing) review shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the Business. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall affect or be deemed to modify any representation or warranty made by the Company or the Sellers hereunder. Nothing contained in this Section 6.2 (Information Prior to Closing) shall, prior to the Closing, require the Company to take any action that would, in the good faith judgment business of the CompanyMLIM Companies, constitute a waiver of or BlackRock and the attorney client or similar privilege or trade secret protection held by the Company or any Company Subsidiary; providedBlackRock Companies, however, that the Company shall use reasonable best efforts to accommodate any request from Buyer for access or information pursuant to this Section 6.2 (Information Prior to Closing) in a manner that does not result in such a waiveras applicable. (b) Between the date hereof and the earlier of the Closing Date, within fifteen (15) Business Days after Date and the end termination of each calendar month or as soon as reasonably practicable thereafter, the Company shall provide, this Agreement in accordance with Applicable Lawits terms, each of MLIM Parent and BlackRock shall provide the other party on a monthly basis historical promptly as they become available copies of all regularly prepared monthly unaudited financial statements state- ments and reports of the Company and the Company SubsidiariesMLIM Business or BlackRock, as appropriate, including statements of operations and balance sheets. (c) Between the date hereof and until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, MLIM Parent shall, and shall use its commercially reasonable efforts to cause the MLIM Controlled Affiliates to, cooperate with BlackRock in its efforts to comply with the Laws affecting public companies in the United States, including the Sxxxxxxx-Xxxxx Act, to the extent that such compliance involves the MLIM Companies. In furtherance (and not in limitation) of the foregoing, between the date of this Agreement and the Closing Date, MLIM Parent shall, and shall use its commercially reasonable efforts to cause the MLIM Controlled Affiliates to, permit representatives of BlackRock acting on behalf of BlackRock to meet with officers of the MLIM Companies responsible for the Financial Statements and the Internal Controls to discuss such matters as reasonably necessary for BlackRock to be able to satisfy applicable obligations under the Sxxxxxxx-Xxxxx Act immediately following the Closing.