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

Pre-Closing Access to Information. (a) Prior to the Closing, the Main Sellers shall, and shall cause their Subsidiaries to, (i) give the Purchaser and its authorized Representatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers, advisors, agents, bankers and other Representatives and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) furnish the Purchaser with such unaudited financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that (A) any such access by the Purchaser shall be conducted at Purchaser’s own expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Sellers and their Affiliates, and (B) the Sellers will not be required to provide to the Purchaser access to or copies of any Employee Records unless consented to by such Employee.

Pre-Closing Access to Information. (a) Prior to the Closing, the Main Sellers shall, and shall cause their Subsidiaries (other than the EMEA Sellers or NNSA) to, (i) give the Purchaser and its authorized Representativesrepresentatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers, advisors, agents, bankers and other Representatives officers and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estateother than the EMEA Business), (ii) permit the Purchaser and its Representatives representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) furnish the Purchaser with such unaudited financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that (A) any such access by the Purchaser shall be conducted at Purchaser’s own expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Sellers and their Affiliates, and (B) the Sellers will not be required to provide to the Purchaser access to or copies of any Employee Records unless consented Records, and (C) the Sellers will not be required to by such Employeeprovide to the Purchaser access to or copies of any Tax records except as otherwise provided herein.

Pre-Closing Access to Information. (a) Prior to From the date hereof until the Closing, except as prohibited by applicable Law, the Main Sellers shall, and shall cause their Subsidiaries to, (i) give all of the Purchaser and its authorized Representatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, Selling Entity’s officers, advisorsemployees, agents, bankers independent accountants and other Representatives advisors to, furnish to the Buyer and other facilities its representatives, at reasonable times and properties places, (a) such access to the Branches as the Buyer may from time to time reasonably request, (b) such access to the assets, books and records of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, Sellers as the Purchaser Buyer may from time to time reasonably request and (iiic) furnish the Purchaser with such unaudited access to financial and operating data and other information with respect relating to the Business Sellers as is regularly prepared in the Ordinary Course that the Purchaser Buyer may from time to time reasonably request; provided, however, that (A) any such including access by to the Purchaser shall be conducted at Purchaser’s own expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision work papers of the Sellers’ personnel independent auditors (with the consent of such auditors, which the Sellers obtained prior to the date hereof); provided, that any such access shall be limited to normal business hours upon the reasonable prior written request of the Buyer and shall not be conducted in such a manner as to maintain confidentiality and not to interfere with the normal operations Selling Entity’s operations. The Buyer shall be entitled to inspect, examine, audit and photocopy all of such documents. In addition, during such period, with the prior consent of the businesses Selling Entity in each instance (which consent shall not be unreasonably withheld or delayed), the Buyer and its representatives shall have access to suppliers, customers, officers, employees and agents of the Sellers and their Affiliates, and (B) others having business dealings with the Sellers will not be required to provide to for the Purchaser access to or copies purpose of any Employee Records unless consented to by such Employeeperforming the Buyer’s due diligence investigation.

Pre-Closing Access to Information. (a) Prior to the Closing, the Main Sellers shall, and shall cause their Subsidiaries (other than the EMEA Debtors and their respective Subsidiaries) to, (i) give the Purchaser and its authorized Representatives, upon any reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers, advisors, agents, bankers and other Representatives and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) cause the officers of the Sellers to furnish the Purchaser with such unaudited additional financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that (A) any such access by the Purchaser shall be conducted at Purchaser’s own expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Sellers and their Affiliates, and (B) the Sellers will not be required to provide to the Purchaser access to or copies of any Employee Records unless consented to by such EmployeeRecords.

Pre-Closing Access to Information. (a) Prior to the Closing, the Main Sellers shall, and shall cause their Subsidiaries (other than the EMEA Debtors and their respective Subsidiaries) to, (i) give the Purchaser and its authorized Representatives, upon any reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers, advisors, agents, bankers and other Representatives and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) cause the officers of the Sellers to furnish the Purchaser with such unaudited additional financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that (A) any such access by the Purchaser shall be conducted at Purchaser’s own expense, expense in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Sellers and their Affiliates, Affiliates and (B) the Sellers will not be required to provide to the Purchaser access to or copies of any Employee Records Records, unless consented to by such Employee.