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

Pre-Closing Access to Information. During the Pre-Closing Period, Seller and the Company shall provide Buyer and Buyer’s representatives, during normal business hours, upon reasonable advance notice and in such a manner as not to unreasonably interfere with the regular operations of Seller, the Company and the Company Subsidiaries, access to the books, records and properties of Seller, the Company and the Company Subsidiaries to the extent that such access may be reasonably requested by Buyer for the purpose of enabling Buyer to plan the integration of the business of the Company and the Company Subsidiaries into Buyer, or perform other reasonable activities related to the post‑Closing operations of the Company and the Company Subsidiaries, and to verify the accuracy of Seller, Seller Stockholders’ and the Company’s representations and warranties contained in this Agreement, subject to customary confidentiality obligations and any attorney-client privilege, attorney work product protection or other privilege associated with such information. Notwithstanding anything to the contrary contained herein, no access or disclosure pursuant to this Agreement that is restricted or limited by any COVID-19 Response by the Company or any Company Subsidiary shall be deemed to violate or breach this Section 6.4 in any way or serve as a basis for Buyer to terminate this Agreement or assert that any of the conditions to Closing contained herein have not been satisfied. Notwithstanding anything to the contrary set forth in this Agreement, Seller, the Company, each Company Subsidiary, Seller Stockholders and their Affiliates shall use reasonable best efforts to provide to Buyer any and all information and cooperation reasonably requested by Buyer and its Affiliates in connection with Closing and any due diligence required by the R&W Insurance Policy, including the provision of any certificates and any “no claims declarations” in relation to Closing

Pre-Closing Access to Information. Seller shall, during the relevant Pre-Closing Period, (a) deliver to Buyer by the fifth (5th) Business Day of each month until this Agreement terminates, a reasonably detailed summary (a “Progress Report”) of development activities undertaken by Seller and progress achieved towards satisfaction of the conditions precedent to each Closing, including (i) any material changes in the anticipated cost or schedule for the development and construction of the Projects, (ii) any material communication with Xcel Energy regarding any Project and (iii) an updated schedule of expected Closing Dates for each Project, (b) reasonably cooperate with Buyer to arrange, at Buyer’s reasonable request, regular telephonic or in person meetings with Seller’s or its Affiliate’s personnel with knowledge regarding the ongoing development of the Projects and with Xcel Energy representatives, landowners and other third parties necessary for the development and construction of the Projects, (c) furnish or cause to be furnished to Buyer and its Representatives, at reasonable times and upon reasonable notice, (i) a reasonably detailed summary of any material communication with Xcel Energy during the relevant Pre-Closing Period regarding any Project that has not been Made Available (ii) such access, during normal business hours, to each Project Site as Buyer reasonably requests that Seller or its Affiliates have the ability to provide; and (iii) such access to the books, records and other information of each Project Company that has not been Made Available as Buyer reasonably requests; provided, (x) Seller shall have the right to have a Representative present and impose reasonable restrictions and requirements for safety purposes, and (y) Seller shall not be required to provide access to any information that is subject to attorney-client privilege to the extent doing so would cause such privilege to be waived, prohibited by applicable Law or subject to contractual prohibitions against disclosure to the extent doing so would violate such prohibition (subject in each case, except with respect to attorney-client privilege, to using commercially reasonable efforts to obtain waivers or consents to permit such disclosure). During the Pre-Closing Period, Buyer shall treat all information obtained from or on behalf of Seller and the Company shall provide Buyer and Buyer’s representatives, during normal business hours, upon reasonable advance notice and in such a manner as not to unreasonably interfere with the regular operations of Seller, the Company and the Company Subsidiaries, access to the books, records and properties of Seller, the Company and the Company Subsidiaries to the extent that such access may be reasonably requested by Buyer for the purpose of enabling Buyer to plan the integration of the business of the Company and the Company Subsidiaries into Buyer, or perform other reasonable activities related to the post‑Closing operations of the Company and the Company Subsidiaries, and to verify the accuracy of Seller, Seller Stockholders’ and the Company’s representations and warranties contained in this Agreement, subject to customary confidentiality obligations and any attorney-client privilege, attorney work product protection or other privilege associated with such information. Notwithstanding anything to the contrary contained herein, no access or disclosure pursuant to this Agreement that is restricted or limited by any COVID-19 Response by Section 6.2.3 as “Confidential Information” under the Company or any Company Subsidiary shall be deemed to violate or breach this Section 6.4 in any way or serve as a basis for Buyer to terminate this Agreement or assert that any of the conditions to Closing contained herein have not been satisfied. Notwithstanding anything to the contrary set forth in this Mutual Nondisclosure Agreement, Sellerand Buyer shall continue to honor, and cause its Representatives to honor, the Company, each Company Subsidiary, Seller Stockholders and their Affiliates shall use reasonable best efforts to provide to Buyer any and all information and cooperation reasonably requested by Buyer and its Affiliates in connection with Closing and any due diligence required by the R&W Insurance Policy, including the provision of any certificates and any “no claims declarations” in relation to Closingobligations thereunder.

Pre-Closing Access to Information. During From the Pre-Closing PeriodEffective Date until the Closing, Seller and the Company shall provide Buyer will, and Buyer’s representativesSeller will cause the Company to, (i) give Purchaser and its authorized Representatives reasonable access during normal business hours, hours and upon reasonable advance notice and in such a manner as not to unreasonably interfere with the regular operations of Seller, the Company and the Company Subsidiaries, access to the bookspersonnel, assets, properties, books and records and properties of Seller, the Company and the Company Subsidiaries to the extent that such access may be reasonably requested by Buyer for the purpose of enabling Buyer to plan the integration of the business of the Company and the Company Subsidiaries into BuyerBusiness for the purpose of consummating the Transactions (including for purposes of obtaining insurance for the Business), or perform (ii) furnish to Purchaser and its authorized Representatives such financial and operating data and other reasonable activities related information relating to the post‑Closing operations of the Company and the Company Subsidiaries, Business as Purchaser may reasonably request for the purpose of consummating the Transactions (including for purposes of obtaining insurance for the Business) and to verify the accuracy of Seller, Seller Stockholders’ and the Company’s representations and warranties contained in this Agreement, (iii) subject to customary confidentiality obligations ‎Section 5.02(b), instruct the Employees, counsel and any attorney-client privilege, attorney work product protection or other privilege associated financial advisors of the Company to cooperate with such information. Notwithstanding anything Purchaser in its reasonable investigations of the Company for the purpose of consummating the Transactions (including for purposes of obtaining insurance with respect to the contrary contained hereinBusiness); provided, no however, that (x) all requests for access or disclosure pursuant to this Agreement ‎Section 5.02 will be made in writing and will be directed to and coordinated with Xxxx Xxxxxxx, Senior Vice President, Mergers and Acquisitions, or such Person or Persons as he designates; (y) Purchaser and its Representatives will not have the right to perform any investigative procedures that is restricted are reasonably expected to involve physical disturbance or limited by any COVID-19 Response by damage to the Company Real Property or any Company Subsidiary shall be deemed to violate or breach this Section 6.4 in any way or serve as a basis for Buyer to terminate this Agreement or assert that any of the conditions to Closing contained herein have assets of the Company; and (z) such access will not been satisfiedinclude any sampling of environmental media, including soil, surface water, groundwater, indoor air, ambient air or building materials. Notwithstanding anything All such information and access will be subject to the contrary set forth terms and conditions of the confidentiality -32- NAI-1502820106v1 agreement, dated March 31, 2017, between Purchaser and Seller (the “Confidentiality Agreement”). To the extent that Seller or its Affiliates incur any incremental out-of-pocket costs in processing, retrieving or transmitting any such information pursuant to this Agreement, Seller, the Company, each Company Subsidiary‎Section 5.02, Seller Stockholders shall notify Purchaser of such costs prior to incurring such expense and their Affiliates shall use Purchaser will reimburse Seller for the reasonable best efforts out-of-pocket costs thereof promptly following submission to provide to Buyer any Purchaser of an invoice therefor accompanied by reasonable supporting documentation. (b) From the Effective Date until the Closing, Purchaser will not (and will direct all information and cooperation reasonably requested by Buyer and of its Affiliates and Representatives to not) contact or communicate with the employees, consultants, customers, suppliers and distributors of the Company in connection with Closing the Transactions without Seller’s prior written consent; provided that, (i) to the extent such interactions involve the Transactions and the continued operation of the Business following the Closing, Purchaser may contact the senior management team of the Business, in each case, without the prior written consent of Seller and (ii) following any due diligence required by public release or announcement concerning the R&W Insurance PolicyTransactions, including Seller shall, and shall cause its Affiliates to, reasonably cooperate with Purchaser to facilitate discussions between Purchaser and the provision suppliers of any certificates and any “no claims declarations” in relation the Business to the extent such discussions involve the continued operation of the Business following the Closing.

Pre-Closing Access to Information. During 6.4.1 Subject to applicable Laws, from and after the Pre-date hereof and prior to the earlier of the Closing Periodor the Termination Date, Seller and the Company shall, and shall provide Buyer cause its Subsidiaries to, upon reasonable prior written notice from Parent, permit Parent and Buyer’s representatives, its Representatives to have reasonable access during normal business hourshours to the directors, upon reasonable advance notice officers and in such a manner as not employees of, and the books, records, accounts and properties of or pertaining to unreasonably interfere with (collectively, the regular operations of Seller“Records”), the Company and its Subsidiaries; provided, that Parent and its Representatives shall not unreasonably disrupt the Company Subsidiaries, access to the books, records personnel and properties of Seller, the Company and the Company Subsidiaries to the extent that such access may be reasonably requested by Buyer for the purpose of enabling Buyer to plan the integration of the business of the Company and the Company Subsidiaries into Buyer, or perform other reasonable activities related to the post‑Closing operations of the Company and the Company its Subsidiaries, and to verify the accuracy of Seller, Seller Stockholders’ and the Company’s representations and warranties contained in this Agreement, subject to customary confidentiality obligations and any attorney-client privilege, attorney work product protection or other privilege associated with such information. Notwithstanding anything to the contrary contained hereinin this Section 6.4, no Parent and its Representatives shall not be permitted to have access to (a) individual performance or disclosure pursuant to this Agreement evaluation records, medical histories, personally-identifiable information, or other information, in each case, in violation of applicable Laws, (b) information that is restricted subject to the attorney-client privilege, or limited by any COVID-19 Response by (c) information that the Company or any Company Subsidiary shall be deemed of its Subsidiaries is required to violate or breach this Section 6.4 in keep confidential pursuant to the terms of any way or serve as a basis for Buyer to terminate this Agreement or assert that contract by which any of the conditions to Closing contained herein have not been satisfied. Notwithstanding anything them are bound prior to the contrary set forth date hereof; provided in this Agreement, Sellercircumstances where the restrictions in clauses (b) or (c) apply, the CompanyCompany shall, each Company Subsidiaryand shall cause its Subsidiaries, Seller Stockholders and their Affiliates shall to use reasonable best efforts to make substitute arrangements to allow for such access or disclosure to Parent in a manner that does not result in such events. The Company hereby agrees to use its reasonable best efforts to provide to Buyer any and all Parent such information and cooperation that is reasonably requested by Buyer Parent in connection with the completion of its “anti-money laundering” and “know your customer” compliance undertakings applicable to Parent or its Affiliates in connection with Closing the consummation of the transactions completed hereby. 6.4.2 Subject to Section 6.3.2, Parent shall, and any due diligence required shall cause its Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or its Representatives or Affiliates in connection with the transactions contemplated by this Agreement (including pursuant to Section 6.4.1) in accordance with the R&W Insurance Policy, including the provision of any certificates and any “no claims declarations” in relation to ClosingConfidentiality Agreements.

Pre-Closing Access to Information. During From the Pre-Closing Perioddate hereof until the Closing, Seller except as prohibited by applicable Law, Company shall, and the Company shall provide Buyer cause all of Company’s officers, directors, employees, agents, independent accountants and Buyer’s advisors to, furnish to Parent and its representatives, at reasonable times and places and upon receipt of reasonable advance notice, (a) such access to the Facilities as Parent may from time to time reasonably request; (b) such access to the assets, 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 information relating to the Business as 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 any such investigation shall be conducted during normal business hours, hours upon reasonable advance notice to Company, under the supervision of Company personnel and in such a manner as not to unreasonably interfere with the regular operations of Seller, the Company and the Company Subsidiaries, access to the books, records and properties of Seller, the Company and the Company Subsidiaries to the extent that such access may be reasonably requested by Buyer for the purpose of enabling Buyer to plan the integration of the business of the Company and the Company Subsidiaries into Buyer, or perform other reasonable activities related to the post‑Closing normal operations of the Company and the Company Subsidiaries, and to verify the accuracy of Seller, Seller Stockholders’ and the Company’s representations and warranties contained in this Agreement, subject to customary confidentiality obligations and any attorney-client privilege, attorney work product protection or other privilege associated with such information. Notwithstanding anything to the contrary contained herein, no access or disclosure pursuant to this Agreement that is restricted or limited by any COVID-19 Response by the Company or any Company Subsidiary shall be deemed to violate or breach this Section 6.4 in any way or serve as a basis for Buyer to terminate this Agreement or assert that any of the conditions to Closing contained herein have not been satisfied. Notwithstanding anything to the contrary set forth in this Agreement, SellerCompany 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 other privilege; or (iii) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Company, each Company Subsidiaryneither Parent nor its representatives shall contact any suppliers to, Seller Stockholders and their Affiliates shall use reasonable best efforts to provide to Buyer any and all information and cooperation reasonably requested by Buyer and its Affiliates in connection with Closing and any due diligence required by the R&W Insurance Policyor customers of, including the provision of any certificates and any “no claims declarations” in relation to ClosingCompany.