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

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; provided, however, that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; provided, however, that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive. (b) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulator. Section 5.03.

Pre-Closing Access to Information. From the date hereof until the Closing, except as prohibited by applicable Law, Company shall, and shall cause all of Company’s officers, directors, employees, agents, independent accountants and advisors to, furnish to Parent and its representatives, at reasonable times and places and upon receipt of reasonable advance notice, (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject such access to the rules applicable Facilities as Parent may from time to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to time reasonably request; (b) such contracts, documents and information of or relating access to the assets, liabilities, business, operations books and records of Company as Parent may from time to time reasonably request; and (c) such access to financial and operating data and other aspects of information relating to the Business as Purchaser Parent may from time to time reasonably request. Parent shall be entitled to inspect, examine, audit and photocopy all of such documents. In addition, during such period, with the prior consent of Appointed Agent (which consent shall not be unreasonably withheld, conditioned or delayed), Parent and its representatives shall have access to the Facilities, the suppliers, customers, officers, employees and agents of Company and others having business dealings with Company for the purpose of performing Parent’s due diligence investigation; provided, however, that Seller any such investigation shall not be obligated conducted during normal business hours upon reasonable advance notice to provide such access or information if Seller determinesCompany, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation under the supervision of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, Company personnel and in accordance with, such a manner as not to interfere with the provisions normal operations of the Confidentiality Agreement and Section 5.04Company. Notwithstanding anything to the contrary set forth hereinin this Agreement, none of Seller, its Affiliates or their respective Representatives Company shall not be required to disclose any information to Parent if such disclosure would, in Company’s reasonable discretion: (i) cause significant competitive harm to Company and the Business if the transactions contemplated by this Agreement are not consummated; (ii) jeopardize any attorney-client or provide access to Excluded Books and Records to Purchaser or, other privilege; or (iii) contravene any applicable Law or binding agreement entered into prior to the Closing Datedate of this Agreement. Prior to the Closing, without the prior written consent of Company, neither Parent nor its representatives shall contact any of its Representatives suppliers to, or any information that Seller reasonably determines to be competitively sensitivecustomers of, Company.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generallyLaw, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contractsall of the properties, Contracts, Books and Records, documents and information of or relating to the assets, liabilities, business, operations operations, personnel and other aspects of the Business Business, the Transferred Assets or the Assumed Liabilities, and to the employees and officers of Seller and its Affiliates whose employment relates to the Business, as Purchaser may reasonably request; including in connection with Purchaser’s diligence on and recruitment of the Employees and Transferred Company Employees, and, during such period, Seller shall, and shall cause its Affiliates to, furnish to Purchaser such information that relates to the Business, the Transferred Assets or the Assumed Liabilities, as Purchaser may from time to time reasonably request; provided, however, that Seller shall not be obligated to provide such access or information to any such Contract, Books and Records, documents or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation Contract of confidentiality owing to a third party, third-party or jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated use commercially reasonable efforts to provide obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable otherwise required disclosure to Purchaser or its Representatives to occur without so jeopardizing privilege or contravening such access to its offices if Seller determinesApplicable Law, in its reasonable judgment, that such contracts, documents and information can be provided electronically Contract or in another reasonably accessible locationobligation of confidentiality. Purchaser agrees that it will hold, and will cause its Affiliates and each of their respective Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; providedprovided , howeverhowever , that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, furtherfurther , that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive.