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

Pre-Closing Access and Information. (a) Subject to Section 6.1 and the terms of the Confidentiality Agreement and upon reasonable advance notice, Seller and the Company shall grant, or cause to be granted to, Buyer and its Representatives reasonable access during Seller’s normal business hours throughout the period beginning on the Execution Date through the Closing Date (the “Interim Period”) to the Transferred Assets and the Books and Records and other information relating to the Employees and the Transferred Assets (subject to Seller’s reasonable operational and safety procedures, any applicable confidentiality agreements, legal restrictions and legal privileges) for the purpose of inspecting the same. Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to any files, records, Contracts or documents of Seller, its Affiliates or Representatives relating to (A) Seller’s or its Affiliates’ inter-company or intra-company product pricing information, internal transfer prices, hedging activity records and business valuation procedures and records, (B) any bids relating to the Transaction, (C) any of the Excluded Assets, and (D) the negotiation or execution of this Agreement. (b) Notwithstanding anything contained in the Confidentiality Agreement to the contrary, during the Interim Period, Seller and the Company shall provide Buyer and its Representatives with reasonable access to the Employees and the opportunity to present employment information to such Employees during normal business hours in order to discuss post-Closing employment matters. A Representative of Seller shall have a right to attend such meetings, provided that such Representative agrees to a confidentiality undertaking in favor of Buyer with respect to any information disclosed by Xxxxx in such meetings.

Pre-Closing Access and Information. (a) Subject to Section 6.1 and the terms of the Confidentiality Agreement Agreement, and upon reasonable advance notice, Seller and the Company shall grant, or cause to be granted to, Buyer and its Representatives reasonable access during Seller’s normal business hours throughout the period beginning on the Execution Effective Date through the Closing Date (the “Interim Period”) to the Transferred Acquired Assets and the Books books and Records records and other information relating to the Employees and to the Transferred Acquired Assets (subject to Seller’s reasonable operational and safety procedures, any applicable confidentiality agreements, legal restrictions and legal privileges) for the purpose of inspecting the same. Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to any files, records, Contracts or documents of Seller, its Affiliates or Representatives relating to (A) Seller’s or its Affiliates’ inter-company or intra-company product pricing information, internal transfer prices, hedging activity records and business inventory valuation procedures and records, (B) any bids relating to the Transactiontransactions contemplated by this Agreement and the Ancillary Agreements, (C) any of the Excluded Assets, and (D) the negotiation or execution of this Agreement. (b) Notwithstanding anything contained in the Confidentiality Agreement to the contrary, during the Interim Period, Seller and the Company shall use commercially reasonable efforts to provide to Buyer and its Representatives with reasonable access to the Employees and the opportunity to present employment information to interview such Employees during normal business hours in order to discuss post-Closing employment matters. A Representative of Seller shall have a right to attend such meetings, provided that such Representative agrees to a confidentiality undertaking in favor of Buyer with respect to any information disclosed by Xxxxx in such meetings.

Pre-Closing Access and Information. (a) Subject to Section 6.1 and the terms of the Confidentiality Agreement 6.1, and upon reasonable advance written notice, Seller and the Company shall grant, or cause to be granted to, Buyer and its Representatives reasonable access during SellerBuyer’s normal business hours throughout the period beginning on the Execution Date date hereof through the Closing Date (the “Interim Period”) to the Transferred Acquired Assets and the Books books and Records records and other information relating to the Employees and to the Transferred Acquired Assets (subject to Seller’s reasonable operational and safety procedures, any applicable confidentiality agreements, legal restrictions and legal privileges) for the purpose of inspecting the same. During the Interim Period, Seller shall use all commercially reasonable efforts to (i) furnish, or cause to be furnished to, Buyer and its Representatives all data and information concerning the Acquired Assets that may reasonably be requested by Buyer, and (ii) make available, or cause to be made available, to Buyer and its Representatives, such personnel and Employees of Seller and its Affiliates as may reasonably be requested. Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to any files, records, Contracts or documents of Seller, Seller or its Affiliates or Representatives relating to (A) Seller’s or its Affiliates’ inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and business inventory valuation procedures and records, (B) any bids relating to the Transactiontransactions contemplated by this Agreement and the Ancillary Agreements, (C) any of the Excluded Assets, and (D) the negotiation or execution of this Agreement. (b) Notwithstanding anything contained in the Confidentiality Agreement to the contrary, during the Interim Period, Seller and the Company shall use reasonable efforts to provide to Buyer and its Representatives with reasonable access to the Employees and the opportunity to present employment information to interview such Employees outside the presence of Seller or its Representatives during normal business hours in order to discuss post-Closing employment matters. A Representative of Seller shall have a right to attend such meetings, provided that such Representative agrees to a confidentiality undertaking in favor of Buyer with respect to any information disclosed by Xxxxx in such meetings.