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

Pre-Closing Access and Inspections. (a) Without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed, during the Interim Period, Buyer shall not contact or communicate with any employees (other than the Employees in accordance with Section 5.1(b)), customers, suppliers or distributors of Seller or its Affiliates or the Transferred Assets. (b) Any inspection or investigation conducted by Buyer or its Representatives prior to the Closing shall be conducted in accordance with applicable Laws and in such manner as not to interfere unreasonably with the Business or the Transferred Assets. Buyer shall bear the risk of injury to any of its Representatives conducting any inspection or investigation of the Transferred Assets. Except Seller’s Portion of the Vessel Inspection Costs, Buyer shall indemnify, defend and hold harmless Seller, its Affiliates and their respective Representatives from and against any and all Losses arising or resulting from or in connection with Buyer’s or Buyer’s Representatives’ access to or inspection of the Transferred Assets or travel to or from or presence at any facilities of Seller or its Affiliates, except for any such Losses arising or resulting from the gross negligence or willful misconduct of Seller, its Affiliates or their respective Representatives. (c) During the Interim Period, Buyer shall not contact or communicate with any Governmental Entity or any employee of any Governmental Entity in connection with or with respect to environmental matters related to the Transferred Assets, except with Seller’s prior written consent, which shall be granted or withheld in Seller’s sole discretion, and, if Seller’s consent is obtained, Buyer shall provide Seller with a reasonable opportunity to have one of Seller’s Representatives present at the time of any such contact or communication; provided however that nothing in this Section 6.1(c) shall prohibit (i) searches of databases and public information available upon request by any Person of a Governmental Entity or (ii) disclosures required by Law. Seller shall reasonably cooperate with Buyer in discussing with Governmental Entities the procedures for and substantive requirements required to be satisfied in connection with the transfer of all Existing Permits and Post-Closing Consents. (d) Notwithstanding any provision to the contrary contained in this Agreement, Xxxxx’s obligations under the last sentence in Section 6.1(b) shall survive the Closing or the earlier termination of this Agreement.

Pre-Closing Access and Inspections. (a) Without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed, during During the Interim Period, Buyer shall not contact or communicate with any employees (other than the Employees in accordance with Section 5.1(b))Employees, customers, suppliers or distributors of Seller the Assets except as expressly provided in this Agreement or its Affiliates or the Transferred Assetswith Seller’s prior written consent. (b) Upon Buyer’s request Seller shall grant reasonable access during normal business hours, upon reasonable notice (and under such commercially reasonable conditions as Seller may request and to avoid interference with the normal conduct of its business), to the Assets for purposes of carrying out the purposes of this Agreement and the Contemplated Transactions, including for an inspection for Buyer and/or its Representatives of the Refinery Non-Hydrocarbon Inventory. (c) Any inspection or investigation conducted by Buyer or its Representatives prior to the Closing (i) shall be conducted in accordance with Applicable Laws, including any applicable HSE Laws and in such manner as not to interfere unreasonably with the Business Operations and the Assets; and (ii) shall not entitle Buyer to conduct Environmental Testing, including any Phase II environmental assessments or any other sampling or testing of soil or ground or surface water at, or under, any Real Property associated with the Transferred Assets. , without the prior written consent of Seller, Buyer shall bear being limited to the review of the Seller Companies’ or their respective Affiliates’ records or any other publicly available materials or information with regard to these matters. (d) Buyer and Seller (or a Seller Company) may meet prior to the Closing to plan for business separation or other transition related activities. (e) If Buyer and Seller (or a Seller Company) conduct any such pre-Closing business separation, transition, or other similar activities at the Refinery, on or at the Assets or on other premises of the Seller Companies, Buyer bears the risk of injury to any of its Representatives conducting any inspection during such activities at the Refinery, the other Assets or investigation of premises or the Transferred Assets. Except Seller’s Portion of the Vessel Inspection Costs, Buyer Operations and shall indemnify, defend and hold the Seller Indemnified Parties harmless Seller, its Affiliates and their respective Representatives from and against any and for all Losses to the extent caused by, arising or resulting from or related to the acts or omissions of Buyer and its Representatives in connection with Buyer’s or Buyer’s Representatives’ access to or inspection of the Transferred Assets or travel to or from or presence at any facilities of Seller or its Affiliates, except for conducting any such Losses arising or resulting from the gross negligence or willful misconduct of Seller, its Affiliates or their respective Representativesactivities. (c) During the Interim Period, Buyer shall not contact or communicate with any Governmental Entity or any employee of any Governmental Entity in connection with or with respect to environmental matters related to the Transferred Assets, except with Seller’s prior written consent, which shall be granted or withheld in Seller’s sole discretion, and, if Seller’s consent is obtained, Buyer shall provide Seller with a reasonable opportunity to have one of Seller’s Representatives present at the time of any such contact or communication; provided however that nothing in this Section 6.1(c) shall prohibit (i) searches of databases and public information available upon request by any Person of a Governmental Entity or (ii) disclosures required by Law. Seller shall reasonably cooperate with Buyer in discussing with Governmental Entities the procedures for and substantive requirements required to be satisfied in connection with the transfer of all Existing Permits and Post-Closing Consents. (df) Notwithstanding any provision to the contrary contained in this Agreement, XxxxxBuyer’s obligations under the last sentence in this Section 6.1(b) 7.03 shall survive the Closing or the earlier termination of this Agreement and the consummation of the Contemplated Transactions. Sale and Purchase Agreement.

Pre-Closing Access and Inspections. (a) Without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed, during During the Interim Period, Buyer shall not contact or communicate with any employees (of Seller’s or any other than the Employees in accordance with Section 5.1(b))Seller Company’s employees, contractors, customers, suppliers or distributors of Seller the Assets except as expressly provided in this Agreement or its Affiliates or the Transferred Assetswith Seller’s prior written consent provided at Seller’s sole discretion. (b) Any inspection or investigation conducted by Buyer or its Representatives prior to the Closing Closing: (i) shall be conducted in accordance with Applicable Laws, including any applicable HSE Laws and antitrust laws and in such manner as not to interfere unreasonably with the Business Operations or the Transferred Assets; (ii) shall not entitle Buyer to conduct Environmental Testing, including any sampling or testing of soil or ground or surface water at, or under, any Real Property associated with the Assets. Buyer being limited to the onsite physical inspection of the Assets and Real Property and review of the Seller Companies’ or their respective Affiliates’ records or any other publicly available materials or information with regard to these matters; and (iii) shall bear be conditioned upon Buyer’s compliance with all of Seller’s site-specific requirements, including those regarding health, safety, security and the environment. (c) Buyer and Seller (or another Seller Company) may meet prior to the Closing to plan for business separation or other transition related activities. If Buyer and Seller (or another Seller Company) conduct any pre-Closing business separation, transition, or other similar activities at the Refinery or on or at the Assets, Buyer bears the risk of injury to any of its Representatives conducting any inspection during such activities at the Refinery, the other Assets or investigation of the Transferred Assets. Except Seller’s Portion of the Vessel Inspection Costs, Buyer Operations and shall indemnify, defend and hold the Seller Indemnified Parties harmless Seller, its Affiliates and their respective Representatives from and against any and for all Losses to the extent caused by, arising or resulting from or in connection with Buyer’s or Buyer’s Representatives’ access to or inspection of the Transferred Assets or travel to or from or presence at any facilities of Seller or its Affiliates, except for any such Losses arising or resulting from the gross negligence or willful misconduct of Seller, its Affiliates or their respective Representatives. (c) During the Interim Period, Buyer shall not contact or communicate with any Governmental Entity or any employee of any Governmental Entity in connection with or with respect to environmental matters related to the Transferred Assets, except with Seller’s prior written consent, which shall be granted acts or withheld omissions of Buyer and its Representatives in Seller’s sole discretion, and, if Seller’s consent is obtained, Buyer shall provide Seller with a reasonable opportunity to have one of Seller’s Representatives present at the time of conducting any such contact or communication; provided however that nothing in this Section 6.1(c) shall prohibit (i) searches of databases and public information available upon request by any Person of a Governmental Entity or (ii) disclosures required by Law. Seller shall reasonably cooperate with Buyer in discussing with Governmental Entities the procedures for and substantive requirements required to be satisfied in connection with the transfer of all Existing Permits and Post-Closing Consentsactivities. (d) Notwithstanding any provision to the contrary contained in this Agreement, Xxxxx’s obligations under the last sentence in Section 6.1(b) shall survive the Closing or the earlier termination of this Agreement.

Pre-Closing Access and Inspections. (a) Without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed, during During the Interim Period, Buyer shall not contact or communicate with any employees (of Seller’s or any other than the Employees in accordance with Section 5.1(b))Seller Company’s employees, contractors, customers, suppliers or distributors of Seller the Assets except (i) as expressly provided in this Agreement and the Schedules hereto, (ii) as part of the transition plans created pursuant to Section 8.03, (iii) in Buyer’s Ordinary Course of Business (excluding transactions contemplated by this Agreement), (iv) with respect to suppliers and distributors, for the purpose of entering into new or its Affiliates amended Contracts with such Persons as contemplated by Section 8.02 (subject to anti-trust laws) or the Transferred Assets(v) with Seller’s prior written consent. (b) Any inspection or investigation conducted by Buyer or its Representatives prior to the Closing Closing: (i) shall be conducted in accordance with Applicable Laws, including any applicable HSE Laws and antitrust laws and in such manner as not to interfere unreasonably with the Business Operations or the Transferred Assets. ; (ii) shall not entitle Buyer to conduct Environmental Testing, including any sampling or testing of soil or ground or surface water at, or under, any Real Property associated with the Assets; and (iii) shall bear be conditioned upon Buyer’s compliance with all of Seller’s site-specific requirements, including those regarding health, safety, security and the environment. (c) If Buyer and Seller (or another Seller Company) conduct any pre-Closing business separation, transition, or other similar activities at the Refinery or on or at the Assets, Buyer bears the risk of injury to any of its Representatives conducting any inspection during such activities at the Refinery, the other Assets or investigation of the Transferred Assets. Except Seller’s Portion of the Vessel Inspection Costs, Buyer Operations and shall indemnify, defend and hold the Seller Indemnified Parties harmless Seller, its Affiliates and their respective Representatives from and against any and for all Losses to the extent caused by, arising or resulting from or in connection with Buyer’s or Buyer’s Representatives’ access to or inspection of the Transferred Assets or travel to or from or presence at any facilities of Seller or its Affiliates, except for any such Losses arising or resulting from the gross negligence or willful misconduct of Seller, its Affiliates or their respective Representatives. (c) During the Interim Period, Buyer shall not contact or communicate with any Governmental Entity or any employee of any Governmental Entity in connection with or with respect to environmental matters related to the Transferred Assets, except with Seller’s prior written consent, which shall be granted acts or withheld omissions of Buyer and its Representatives in Seller’s sole discretion, and, if Seller’s consent is obtained, Buyer shall provide Seller with a reasonable opportunity to have one of Seller’s Representatives present at the time of conducting any such contact or communication; provided however that nothing in this Section 6.1(c) shall prohibit (i) searches of databases and public information available upon request by any Person of a Governmental Entity or (ii) disclosures required by Law. Seller shall reasonably cooperate with Buyer in discussing with Governmental Entities the procedures for and substantive requirements required to be satisfied in connection with the transfer of all Existing Permits and Post-Closing Consentsactivities. (d) Notwithstanding any provision to the contrary contained in this Agreement, XxxxxBuyer’s obligations Obligations under the last sentence in this Section 6.1(b) 7.02 shall survive the Closing or the earlier termination of this AgreementAgreement and the consummation of the Contemplated Transactions.

Pre-Closing Access and Inspections. (a) Without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed, during the Interim Period, Buyer shall not contact or communicate with any employees (other than the Employees in accordance with Section 5.1(b)Employees), customers, suppliers or distributors of Seller or its Affiliates or the Transferred AssetsAcquired Assets except in connection with or with respect to this Transaction or any of the matters contemplated by this Agreement. (b) Any inspection or investigation conducted by Buyer or its Representatives prior to the Closing shall be conducted in accordance with applicable Laws and in such manner as not to interfere unreasonably with the Business business of Seller or its Affiliates or the Transferred Acquired Assets. Buyer shall not conduct any Phase II environmental assessments or any other sampling or testing of soil or ground or surface water at, or under, the Real Property, without the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed), with Buyer being limited to visual inspections of the Acquired Assets and the review of Seller’s records and any other publicly available materials or information with regard to these matters. Buyer shall bear the risk of injury to any of its Representatives conducting any inspection or investigation of the Transferred Acquired Assets. Except Seller’s Portion of the Vessel Inspection Costs, Buyer shall indemnify, defend and hold harmless Seller, its Affiliates and their respective Representatives the Seller Indemnified Parties from and against any and all Losses arising or resulting from or in connection with Buyer’s or Buyer’s Representatives’ access to or inspection of the Transferred Assets Terminal Facilities or travel to or from or presence at on the Terminal Facilities, or any other facilities of Seller or its Affiliates, except for any such Losses arising or resulting from the gross negligence or willful misconduct of Seller, its Affiliates or their respective Representativesany Seller Indemnified Party. (c) During the Interim Period, Buyer shall not contact or communicate with any Governmental Entity or any employee of any Governmental Entity in connection with or with respect to environmental matters related to the Transferred Acquired Assets, except with Seller’s prior written consent, which shall is not to be granted unreasonably withheld, conditioned or withheld in Seller’s sole discretion, delayed and, if Seller’s consent is obtained, Buyer shall provide Seller with a reasonable opportunity to have one of Seller’s Representatives present at the time of any such contact or communication; provided however that nothing in this Section 6.1(c) shall prohibit (i) searches of databases and public information available upon request by any Person of a Governmental Entity or (ii) disclosures required by LawEntity. Seller shall reasonably cooperate with Buyer in discussing with Governmental Entities the procedures for and substantive requirements required to be satisfied in connection with the transfer of all Existing Site Permits and Post-Closing Consents. (d) Notwithstanding any provision to the contrary contained in this Agreement, XxxxxBuyer’s obligations under the last sentence in Section 6.1(b) shall survive the Closing or the earlier termination of this Agreement, in accordance with the survival provisions set forth in Section 11.5.