Common use of Pre-Closing Access and Information Clause in Contracts

Pre-Closing Access and Information. Subject to the provisions of that certain agreement between Seller and Buyer with respect to confidentiality dated November 11, 2015 (the “Confidentiality Agreement”), Applicable Laws and upon reasonable notice, Seller shall use Commercially Reasonable Efforts to provide to Buyer, or cause to be provided to Buyer, access during normal business hours throughout the Interim Period to the Purchased Terminal Facilities, and shall provide Seller (and its external auditors and accountants, to the extent necessary for financial reporting purposes) access to the Books and Records and other data and information relating exclusively to or used exclusively in connection with the operations of the Purchased Terminal Facilities in Seller’s possession or control (“Data”); provided that, Buyer shall not have the right to conduct any environmental sampling or testing at or around the Purchased Assets. During the Interim Period, Seller shall use Commercially Reasonable Efforts to furnish to, or cause to be furnished to, Buyer and its representatives all Data which may reasonably be requested by Buyer and shall use Commercially Reasonable Efforts to make available, or cause to be made available, such personnel of Seller during normal business hours as may reasonably be requested for the furnishing of such Data; and further provided that Data shall not include any (i) data or information relating to Seller’s operations or businesses other than the Purchased Assets, or (ii) data or information subject to legal privilege or obligations of confidentiality owed to Third Parties. During the Interim Period, Buyer shall not contact or communicate with any employees of Seller or Seller’s Affiliates, or any customers of, distributors of or suppliers of the Purchased Terminal Facilities without Seller’s prior written consent; provided that, for the avoidance of doubt, as long as Buyer or any Affiliate of Buyer does not disclose or use Confidential Information (as that term is defined in the Confidentiality Agreement) contrary to the terms of the Confidentiality Agreement, neither Buyer nor any Affiliate of Buyer shall be restricted in its ability to have contact with any customer, distributor or supplier of Seller or Seller’s Affiliates to the extent Buyer or any Affiliate of Buyer has an existing relationship with such party. Buyer shall indemnify and hold Seller Group harmless against any and all Losses suffered in connection with the exercise of Buyer’s rights under this Section 6.1(a), including any Losses arising out of Buyer’s access to the Purchased Assets, regardless of cause or of any negligence, concurrent negligence or strict liability of any member of Seller Group. Notwithstanding any provision in this Purchase Agreement to the contrary, Buyer’s obligations under this Section 6.1(a) shall survive the termination of this Purchase Agreement and the consummation of the transactions contemplated hereby.

Pre-Closing Access and Information. Subject (a) From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the provisions of that certain agreement between Seller attorney-client privilege) and Buyer with respect to contractual confidentiality dated November 11obligations, 2015 (the “Confidentiality Agreement”), Applicable Laws and upon reasonable prior written notice, Seller the Transferor shall, and shall use Commercially Reasonable Efforts to provide to Buyercause each Transferred Company and their respective Representatives to, or cause to be provided to Buyer(i) afford the Representatives of the Acquiror reasonable access, access during normal business hours throughout the Interim Period to the Purchased Terminal Facilities, and shall provide Seller (and its external auditors and accountantshours, to the extent necessary for financial reporting purposesoffices, properties, books and records of the Transferred Companies, (ii) access furnish to the Books and Records Representatives of the Acquiror such additional financial data and other data information regarding the Transferred Companies as the Acquiror may from time to time reasonably request and information relating exclusively (iii) make available to or used exclusively the Representatives of the Acquiror the employees of the Transferred Companies and the Transferor whose assistance and expertise is necessary to assist the Acquiror in connection with the Acquiror’s preparation to integrate the Transferred Companies and their businesses and personnel into the Acquiror’s organization following the Closing; provided, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Purchased Terminal Facilities in Seller’s possession Transferred Companies or control (“Data”)the Transferor; provided thatprovided, Buyer further, that the auditors and independent accountants of the Transferor and the Transferred Companies shall not have be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants and nothing set forth in any such agreement shall be deemed a waiver of or otherwise diminish any right of the right Acquiror under this Agreement, including under Article X. The Acquiror shall reimburse the Transferor promptly for any reasonable out-of-pocket expenses incurred by the Transferor or any of its Affiliates in complying with any request by or on behalf of the Acquiror or any of its Affiliates in connection with this Section 7.3(a). The Acquiror shall indemnify and hold harmless the Transferor and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to conduct such access (other than any environmental sampling or testing at or around Losses for which the Purchased Assets. During the Interim Period, Seller shall use Commercially Reasonable Efforts to furnish to, or cause Acquiror is entitled to be furnished toindemnified pursuant to Section 7.14 or Article X) or the use, Buyer and its representatives all Data which may reasonably be requested by Buyer and shall use Commercially Reasonable Efforts to make available, storage or cause to be made available, such personnel handling of Seller during normal business hours as may reasonably be requested for the furnishing of such Data; and further provided that Data shall not include any (i) data or personally identifiable information relating to Seller’s operations employees or businesses other than customers of any of the Purchased Assets, or (ii) data or information subject Transferred Companies to legal privilege or obligations of confidentiality owed to Third Parties. During which the Interim Period, Buyer shall not contact or communicate with any employees of Seller or Seller’s Affiliates, Acquiror or any customers of, distributors of its Affiliates or suppliers of the Purchased Terminal Facilities without Seller’s prior written consent; provided that, for the avoidance of doubt, as long as Buyer or any Affiliate of Buyer does not disclose or use Confidential Information (as that term Representatives is defined in the Confidentiality Agreement) contrary afforded access pursuant to the terms of this Agreement. Notwithstanding the Confidentiality Agreementforegoing, neither Buyer nor the Transferor and the Transferred Companies shall not be required to provide access or to disclose information which is prohibited under applicable Law or any Affiliate of Buyer Contract to which the Transferor or any Transferred Company is a party or that would cause the Transferor or any Transferred Company to waive its attorney-client privilege; provided, that the Transferor shall, and shall be restricted cause the Transferred Companies to, cooperate in its ability to have contact with any customer, distributor or supplier of Seller or Seller’s Affiliates reasonable efforts and requests for waivers that would enable otherwise required disclosure to the extent Buyer Acquiror to occur without so jeopardizing privilege or any Affiliate of Buyer has an existing relationship with contravening such party. Buyer shall indemnify and hold Seller Group harmless against any and all Losses suffered in connection with the exercise of Buyer’s rights under this Section 6.1(a), including any Losses arising out of Buyer’s access to the Purchased Assets, regardless of cause Law or of any negligence, concurrent negligence or strict liability of any member of Seller Group. Notwithstanding any provision in this Purchase Agreement to the contrary, Buyer’s obligations under this Section 6.1(a) shall survive the termination of this Purchase Agreement and the consummation of the transactions contemplated herebyContract.

Pre-Closing Access and Information. Subject to the provisions of that certain agreement Confidentiality Agreement between Seller Buyer and Buyer with respect to confidentiality BP Products North America Inc. dated November 11October 28, 2015 2010 (the “Confidentiality Agreement”), Applicable Laws ) and upon reasonable notice, Seller shall use Commercially Reasonable Efforts to provide to Buyer, or cause to be provided to Buyer, access during normal business hours at a location selected by Seller in its sole discretion throughout the Interim Period period between the date of this Purchase Agreement and the Closing Date to: (i) the Purchased Assets (including by providing reasonable access to the “Group A Terminals,” as defined in the form of the Terminal TAS Transition Services Agreement attached hereto as Exhibit G-3, to Buyer’s telecommunications vendors as reasonably requested by Buyer to enable Buyer’s proprietary telecommunications facilities and connections to be installed prior to the Closing Date at such applicable Purchased Terminal Facilities, ); and shall provide Seller (and its external auditors and accountants, to the extent necessary for financial reporting purposesii) access to the Books and Records and other data and information relating exclusively to or used exclusively in connection with the operations of the Purchased Terminal Facilities and the Purchased Pipeline Systems in Seller’s possession or control (as set forth in this clause (ii), “Data”); provided that, Buyer shall not have the right to conduct any environmental sampling or testing at or around the Purchased Assets. During the Interim Periodthis period, Seller shall use Commercially Reasonable Efforts to furnish to, or cause to be furnished to, Buyer and its representatives all Data which may reasonably be requested by Buyer and shall use Commercially Reasonable Efforts to make available, or cause to be made available, such personnel of Seller during normal business hours as may reasonably be requested for the furnishing of such Data; and further provided that Data shall not include any (ix) data or information relating to Seller’s BP Group operations or businesses other than the Purchased Assets, or (iiy) data or information subject to legal privilege or obligations of confidentiality owed to Third Parties. During the Interim Periodthis period, Buyer shall not contact or communicate with any employees of Seller or Seller’s Affiliatesthe BP Group, or any customers of, distributors of or suppliers of the Purchased Terminal Facilities or the Purchased Pipeline Systems without Seller’s prior written consent; provided that, for the avoidance of doubt, as long as Buyer or any Affiliate of Buyer does not disclose or use Confidential Information (as that term is defined except in the Confidentiality Agreement) contrary to the terms of the Confidentiality Agreement, neither Buyer nor any Affiliate of Buyer shall be restricted in its ability to have contact with any customer, distributor or supplier of Seller or Seller’s Affiliates to the extent Buyer or any Affiliate of Buyer has an existing relationship with such party. Buyer shall indemnify and hold Seller Group harmless against any and all Losses suffered in connection with the exercise of Buyer’s rights under this Section 6.1(a), including any Losses arising out ordinary course of Buyer’s access to the Purchased Assets, regardless of cause or of any negligence, concurrent negligence or strict liability of any member of Seller Group. Notwithstanding any provision in this Purchase Agreement to the contrary, Buyer’s obligations under this Section 6.1(a) shall survive the termination of this Purchase Agreement and the consummation of the transactions contemplated herebybusiness.