Common use of Prior to the Closing Clause in Contracts

Prior to the Closing. (i) The Shareholders shall permit, and shall cause the Conveyed Entities and their Subsidiaries to permit, Republic, the Republic Subsidiaries and their respective representatives to have reasonable access, during regular business hours and upon reasonable notice, to (I) the assets, properties, books, records and other documents and information of the Conveyed Entities and the Subsidiaries thereof reasonably necessary for Republic and the Republic Subsidiaries to complete (A) their due diligence investigation in respect of the transactions contemplated hereby and (B) the Registration Statement and (II) the officers, directors and employees of the Conveyed Entities and the Subsidiaries thereof, but only upon the prior written consent of Michxxx X. Xxxx, X. Keitx Xxxx, Xxgex Xxxxxx xx their respective designees; (ii) The Shareholders shall furnish, or cause the Conveyed Entities and the Subsidiaries thereof to furnish, to Republic and the Republic Subsidiaries such financial, tax and operating data and other available information with respect to such entities and their respective assets, properties, employees, businesses and operations as Republic and the Republic Subsidiaries shall from time to time reasonably request; provided that neither the Shareholders nor the Conveyed Entities or their Subsidiaries shall be obligated to (x) provide Republic or any Republic Subsidiary with any customer lists, confidential information or trade secrets or (y) permit Republic, the Republic Subsidiaries or their respective agents or consultants to conduct any environmental investigations, tests or studies (including any Phase I and Phase II environmental audit(s)) relating to the Real Property, without the prior written consent of the Shareholders; and provided further that any such access, investigation, test or study shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Conveyed Entity or any Subsidiary thereof. All information provided to Republic or any Republic Subsidiary by or on behalf of the Shareholders hereunder will be held by Republic and the Republic Subsidiaries pursuant to the terms of the Confidentiality Agreement.

Prior to the Closing. Seller shall use reasonable best efforts to provide, and to cause its Affiliates to provide, to Purchaser or its Affiliate, as applicable, and at Purchaser’s sole expense, such cooperation reasonably requested by Purchaser in connection with the Debt Financing including: (i) The Shareholders shall permitassisting with the preparation of customary materials for rating agency presentations, bank information memoranda and similar syndication materials; participating in a reasonable number of meetings (including customary meetings among the finance providers, prospective lenders and investors, and shall cause senior management and representatives of the Conveyed Entities Seller and their Subsidiaries meetings with rating agencies) and providing customary authorization letters to permit, Republic, the Republic Subsidiaries and their respective representatives financing providers authorizing the distribution of information to have reasonable access, during regular business hours and upon reasonable notice, to prospective lenders or investors (Iii) the assets, properties, books, records and other documents and providing all reasonably available financial information of the Conveyed Entities type and form customarily included in offering documents used for the Subsidiaries thereof syndication of credit facilities of the type to be included in the Debt Financing and as may reasonably necessary for Republic be requested in connection with the structuring, arrangement and syndication of the Republic Subsidiaries to complete Debt Financing; provided, that the Seller shall not provide any pro forma financial information or information about the Seller on an unconsolidated basis; (iii) reasonably assisting in (A) their due diligence investigation the preparation and execution and delivery of one or more credit or other agreements governing the Debt Financing, as well as any security documents, intercreditor documents, certificates or other definitive financing documents in respect of connection with the transactions contemplated hereby Debt Financing and (B) the Registration Statement facilitation of pledging of collateral and negotiation of payoff letters and lien releases on the Purchased Assets; and (IIiv) providing to Purchaser all documentation and other information reasonably requested by Purchaser to comply with applicable “know your customer” and anti-money laundering rules and regulations (including the officers, directors and employees of the Conveyed Entities USA Patriot Act and the Subsidiaries thereofLenders’ corresponding internal policies of general application to all borrowers), but only upon to the extent reasonably requested by Purchaser in connection with the Debt Financing at least 10 Business Days prior written consent of Michxxx X. Xxxxto Closing; provided, X. Keitx Xxxxhowever, Xxgex Xxxxxx xx their respective designees; (ii) The Shareholders that in no event shall furnishcooperation by Seller be required to the extent it would, or cause the Conveyed Entities and the Subsidiaries thereof to furnishwould be reasonably likely to, to Republic and the Republic Subsidiaries such financial, tax and operating data and other available information with respect to such entities and their respective assets, properties, employees, businesses and operations as Republic and the Republic Subsidiaries shall from time to time reasonably request; provided that neither the Shareholders nor the Conveyed Entities or their Subsidiaries shall be obligated to (xA) provide Republic or any Republic Subsidiary with any customer lists, confidential information or trade secrets or (y) permit Republic, the Republic Subsidiaries or their respective agents or consultants to conduct any environmental investigations, tests or studies (including any Phase I and Phase II environmental audit(s)) relating to the Real Property, without the prior written consent of the Shareholders; and provided further that any such access, investigation, test or study shall be conducted in such a manner as not to interfere unreasonably with the operation business or operations of the business of Seller, (B) require the Seller to take any Conveyed Entity action that will conflict with or violate the Seller’s constitutional documents or any Subsidiary thereof. All information provided applicable Law, (C) require the Seller to Republic enter into or approve any Republic Subsidiary by documentation referred to in paragraph (iii) above that takes effect or on behalf of the Shareholders hereunder will be held by Republic and the Republic Subsidiaries pursuant is effective prior to the terms Closing or (D) require the Seller to bear any out of pocket cost or expense, pay any fee or provide any indemnity, in each case to the Confidentiality Agreement.extent effective prior to the Closing. ​ ​

Prior to the Closing. (i) The Shareholders shall permit, and shall cause the Conveyed Entities and their Subsidiaries to permit, Republic, the Republic Subsidiaries and their respective representatives to have reasonable access, during regular business hours and upon reasonable notice, to (I) the assets, properties, books, records and other documents and information of the Conveyed Entities and the Subsidiaries thereof reasonably necessary for Republic and the Republic Subsidiaries to complete (A) their due diligence investigation in respect of the transactions contemplated hereby and (B) the Registration Statement and (II) the officers, directors and employees of the Conveyed Entities and the Subsidiaries thereof, but only upon the prior written consent of Michxxx Xxxxxxx X. Xxxx, X. Keitx D. Xxxxx Xxxx, Xxgex Xxxxx Xxxxxx xx or their respective designees; (ii) The Shareholders shall furnish, or cause the Conveyed Entities and the Subsidiaries thereof to furnish, to Republic and the Republic Subsidiaries such financial, tax and operating data and other available information with respect to such entities and their respective assets, properties, employees, businesses and operations as Republic and the Republic Subsidiaries shall from time to time reasonably request; provided that neither the Shareholders nor the Conveyed Entities or their Subsidiaries shall be obligated to (x) provide Republic or any Republic Subsidiary with any customer lists, confidential information or trade secrets or (y) permit Republic, the Republic Subsidiaries or their respective agents or consultants to conduct any environmental investigations, tests or studies (including any Phase I and Phase II environmental audit(s)) relating to the Real Property, without the prior written consent of the Shareholders; and provided further that any such access, investigation, test or study shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Conveyed Entity or any Subsidiary thereof. All information provided to Republic or any Republic Subsidiary by or on behalf of the Shareholders hereunder will be held by Republic and the Republic Subsidiaries pursuant to the terms of the Confidentiality Agreement.