Common use of Reasonable Access Clause in Contracts

Reasonable Access. Unless prohibited by Applicable Law, the SN Parties shall use commercially reasonable efforts to cause, until the Closing, the Company to permit Buyer and representatives of Buyer to have reasonable access at reasonable times, and in a manner so as not to interfere with the normal business operations of the SN Parties or the Company and their Affiliates, to all premises, properties, personnel, books, records (including Tax records), contracts and documents of or pertaining to the Company or the Company Assets. Buyer shall abide by the SN Parties’ and any lessors’ safety rules, regulations and operating policies while conducting its due diligence evaluation of the Company Assets including any environmental or other inspection or assessment of the Company Assets. Buyer does hereby RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS the Seller Indemnified Parties from and against any and all Claims arising out of, resulting from or relating to the acts or omissions of Buyer or any of the Buyer Indemnified Parties in connection with any field visit, environmental assessment or other due diligence activity conducted by Buyer or any of its representatives with respect to the Company Assets conducted prior to Closing. SUCH OBLIGATIONS OF BUYER SHALL APPLY EVEN IF SUCH CLAIMS ARISE OUT OF OR RESULT FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF THE SELLER INDEMNIFIED PARTIES; PROVIDED, HOWEVER, THE AFOREMENTIONED OBLIGATIONS SHALL NOT APPLY TO ANY CLAIM TO THE EXTENT ACTUALLY RESULTING ON ACCOUNT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER INDEMNIFIED PARTIES.

Reasonable Access. Unless prohibited by Applicable LawBetween the date of this Agreement and the related Servicing Transfer Date, Company shall give Purchaser its authorized representatives reasonable access to all documents, files, books, records, accounts, offices and other facilities of Company related to the Mortgage Loans and Servicing Rights transferred hereby, and permit Purchaser to make such inspections thereof as Purchaser may reasonably request during normal business hours, provided, however, that such investigation or inspection shall be conducted in such a manner as to not interfere unreasonably with Company's business operations. SECTION 15. Successor to the Company. Prior to termination of the Company's responsibilities and duties as interim servicer under this Agreement pursuant to Section 13 or 14, the SN Parties Purchaser shall use commercially reasonable efforts (i) succeed to causeand assume all of the Company's responsibilities, until rights, duties and obligations as interim servicer under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the Closingresponsibilities, duties and liabilities of the Company as interim servicer under this Agreement provided, however, that the successor or surviving Person shall have a net worth of at least $25,000,000. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities as interim servicer under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to permit Buyer and representatives of Buyer to have reasonable access at reasonable timesexercise under this Agreement, and in a manner so as not to interfere with shall take no action whatsoever that might impair or prejudice the normal business operations rights or financial condition of the SN Parties Purchaser or such successor. The termination of the Company as interim servicer pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 15 and their Affiliatesshall in no event relieve the Company of the representations and warranties made pursuant to Subsections 7.01 and 7.02 and the remedies available to the Purchaser under Subsection 7.03 or 12.01, to all premisesit being understood and agreed that the provisions of such Subsections 7.01, properties7.02, personnel, books, records (including Tax records), contracts and documents of 7.03 or pertaining 12.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or the Company Assetstermination of this Agreement. Buyer The Successor Servicer shall abide by the SN Parties’ and any lessors’ safety rules, regulations and operating policies while conducting its due diligence evaluation be an intended third party beneficiary of the Company Assets including any environmental or other inspection or assessment of the Company Assets. Buyer does hereby RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS the Seller Indemnified Parties from and against any and all Claims arising out of, resulting from or relating this Agreement to the acts or omissions same extent as if it were a party hereto, and shall have the right to enforce the provisions of Buyer or any of the Buyer Indemnified Parties in connection with any field visit, environmental assessment or other due diligence activity conducted by Buyer or any of its representatives with respect to the Company Assets conducted prior to Closing. SUCH OBLIGATIONS OF BUYER SHALL APPLY EVEN IF SUCH CLAIMS ARISE OUT OF OR RESULT FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF THE SELLER INDEMNIFIED PARTIES; PROVIDED, HOWEVER, THE AFOREMENTIONED OBLIGATIONS SHALL NOT APPLY TO ANY CLAIM TO THE EXTENT ACTUALLY RESULTING ON ACCOUNT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER INDEMNIFIED PARTIESthis Agreement.

Reasonable Access. Unless prohibited (a) From the date hereof until the Closing Date, upon reasonable notice furnished by Applicable LawBuyer to the Seller, which notice (notwithstanding Section 11.1) may be furnished either orally or in writing, the SN Parties shall use commercially reasonable efforts to cause, until the Closing, Seller will cause the Company to permit Buyer and Xxxxx’s attorneys, consultants, accountants and other representatives of Buyer to have reasonable access at reasonable timesduring regular business hours, to the Company’s personnel and in a manner so as not to interfere with the normal business operations all of the SN Parties Company’s premises (whether leased or the Company and their Affiliates, to all premisesotherwise occupied), properties, personnelemployees, books, records (including Tax records), contracts accountants’ working papers (whether of internal or outside accountants), Contracts and documents, and will cause the Company to furnish Buyer with copies of such documents of or pertaining and with such information with respect to the Company or the Company Assets. Buyer shall abide by the SN Parties’ and any lessors’ safety rules, regulations and operating policies while conducting its due diligence evaluation affairs of the Company Assets as Buyer may from time to time reasonably request; provided, however, that Buyer shall not, other than otherwise set forth in this Agreement, have the right to perform any investigative procedures that involve physical disturbance or damage to the Real Property (including any environmental Environmental testing or sampling) or any of the other inspection or assessment assets of the Company Assetswithout the Seller’s written consent (which shall not be unreasonably withheld or delayed). Such access shall not interfere in any material respect with the business of the Company, and Xxxxx will not improperly disclose such information prior to the Closing. Any such furnishing of such information to Buyer does hereby RELEASEor any investigation by Buyer shall not affect Xxxxx’s right to rely on any representations and warranties made in this Agreement or in connection herewith or pursuant hereto. (b) For a period of seven years following the Closing Date, DEFEND, INDEMNIFY and HOLD HARMLESS Buyer will permit the Seller Indemnified Parties from to have access upon reasonable notice during normal business hours to the books and against records of the Company (or copies or extracts thereof) with respect to periods or portions of periods ending on or before the Closing Date, as the Seller may reasonably request in order to comply with applicable Tax Laws and to fulfill the Seller’s obligations under this Agreement and the Ancillary Agreements; provided, however, that any such access shall not unreasonably interfere with the conduct of the businesses of the Buyer or any of Buyer’s Affiliates. The Seller shall promptly reimburse Buyer for any and all Claims arising out out-of-pocket costs and expenses (including attorneys’ fees but excluding reimbursement for general overhead, resulting from or relating to the acts or omissions salaries and employee benefits) incurred by Xxxxx, any Affiliate of Buyer or any of the Buyer Indemnified Parties their respective representatives in connection with any field visit, environmental assessment or other due diligence activity conducted by Buyer or any of its representatives with respect to the Company Assets conducted prior to Closing. SUCH OBLIGATIONS OF BUYER SHALL APPLY EVEN IF SUCH CLAIMS ARISE OUT OF OR RESULT FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF THE SELLER INDEMNIFIED PARTIES; PROVIDED, HOWEVER, THE AFOREMENTIONED OBLIGATIONS SHALL NOT APPLY TO ANY CLAIM TO THE EXTENT ACTUALLY RESULTING ON ACCOUNT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER INDEMNIFIED PARTIESforegoing.

Reasonable Access. Unless prohibited by Applicable LawLaw or the terms of the Lease, to the extent the SN Parties have the Legal Right, the SN Parties shall use commercially reasonable efforts to causeefforts, from the date Seller receives the Option Exercise Notice until the Closing, the Company to permit Buyer and representatives of Buyer to have reasonable access at reasonable times, and in a manner so as not to interfere with the normal business operations of the SN Parties or the Company and their Affiliates, to all premises, properties, personnel, books, records (including Tax records), contracts and documents of or pertaining to the Company or Lease and the Company AssetsLeased Premises, subject to Section 7.4(b). Buyer shall abide by the SN Parties’ and any lessors’ safety rules, regulations and operating policies while conducting its due diligence evaluation of the Company Assets Lease and the Leased Premises, including any environmental or other inspection or assessment of the Company AssetsLeased Premises. Buyer does hereby RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS the Seller Indemnified Parties from and against any and all Claims arising out of, resulting from or relating to the acts or omissions of Buyer or any of the Buyer Indemnified Parties in connection with any field visit, environmental assessment or other due diligence activity conducted by Buyer or any of its representatives with respect to the Company Assets Lease or the Leased Premises conducted prior to Closing. SUCH OBLIGATIONS OF BUYER SHALL APPLY EVEN IF SUCH CLAIMS ARISE OUT OF OR RESULT FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF THE SELLER INDEMNIFIED PARTIES; PROVIDED, HOWEVER, THE AFOREMENTIONED OBLIGATIONS SHALL NOT APPLY TO ANY CLAIM TO THE EXTENT ACTUALLY RESULTING ON ACCOUNT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER INDEMNIFIED PARTIES.

Reasonable Access. Unless prohibited (a) From the date hereof until the Closing Date, upon reasonable notice furnished by Applicable LawBuyer to the Shareholders Representative, which notice (notwithstanding Section 11.3) may be furnished either orally or in writing, the SN Parties shall use commercially reasonable efforts to cause, until the Closing, Shareholders will cause the Company to permit Buyer and Buyer’s attorneys, consultants, accountants and other representatives of Buyer to have reasonable access at reasonable timesduring regular business hours, and in a manner so as not to interfere with the normal business operations of the SN Parties or the Company and their Affiliates, to its Subsidiaries’ personnel and all premisesof the Company and its Subsidiaries’ premises (whether leased or otherwise occupied), properties, personnelemployees, books, records (including Tax records), contracts accountants’ working papers (whether of internal or outside accountants), Contracts and documents, and will cause the Company to furnish Buyer with copies of such documents and with such information with respect to the affairs of or pertaining the Company and its Subsidiaries as Buyer may from time to time reasonably request. Such access shall not interfere in any material respect with the business of the Company or its Subsidiaries, and Buyer will not improperly disclose such information prior to the Closing. Any such furnishing of such information to Buyer or any investigation by Buyer shall not affect Buyer’s right to rely on any representations and warranties made in this Agreement or in connection herewith or pursuant hereto. Notwithstanding the foregoing, the Shareholders shall not be obligated (i) to provide, or cause to be provided, any information, documents or access to any Person unless Buyer is responsible, pursuant to the terms of the Confidentiality Agreement, for the use and disclosure of any information obtained by such Person, or such Person enters into a confidentiality agreement with the Shareholders Representative on terms that are substantially the same as those set forth in the Confidentiality Agreement or (ii) to provide any information, documents or access that would (A) violate the provisions of any applicable Law (including those relating to security clearance or export controls) or any agreement to which the Company Assetsis a party or (B) cause the loss of the attorney-client privilege with respect thereto. Prior to the Closing, Buyer and its representatives shall abide by not contact or communicate with the SN Parties’ and any lessors’ safety rulesemployees, regulations and operating policies while conducting its due diligence evaluation suppliers or vendors of the Company Assets in connection with the transactions contemplated by this Agreement, except with the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Notwithstanding any provision of this Agreement to the contrary, Buyer and its representatives shall not have any access at any time prior to the Closing to any information regarding pending or proposed bids for new contracts or subcontracts or any related information where Buyer or a Subsidiary of Buyer also has submitted or intends to submit a bid for such contract or subcontract. (c) Notwithstanding the foregoing provisions of this Section 6.2, the Company shall have no obligation to permit access to the Real Property for purposes of, and Buyer shall have no right to conduct any invasive environmental testing or sampling at the Real Property, including any environmental “Phase II” testing or other inspection or assessment sampling without Shareholders Representative’s prior written consent. (d) For a period of six (6) years following the Closing Date, Buyer will permit the Shareholders Representative to have access upon reasonable notice during normal business hours to the books and records of the Company Assets. Buyer does hereby RELEASEand its Subsidiaries (or copies or extracts thereof) with respect to periods or portions of periods ending on or before the Closing Date, DEFENDas the Shareholders Representative may reasonably request in order to comply with applicable Tax Laws and to fulfill the Shareholders’ obligations under this Agreement and the Ancillary Agreements, INDEMNIFY and HOLD HARMLESS provided, however, that any such access shall not unreasonably interfere with the Seller Indemnified Parties from and against any and all Claims arising out of, resulting from or relating to conduct of the acts or omissions businesses of Buyer or any of the Buyer’s Affiliates. The Shareholders shall promptly reimburse Buyer Indemnified Parties in connection with for any field visitand all out-of-pocket costs and expenses (including attorneys’ fees but excluding reimbursement for general overhead, environmental assessment or other due diligence activity conducted salaries and employee benefits) incurred by Buyer, any Affiliate of Buyer or any of its their respective representatives in connection with respect to the Company Assets conducted prior to Closing. SUCH OBLIGATIONS OF BUYER SHALL APPLY EVEN IF SUCH CLAIMS ARISE OUT OF OR RESULT FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF THE SELLER INDEMNIFIED PARTIES; PROVIDED, HOWEVER, THE AFOREMENTIONED OBLIGATIONS SHALL NOT APPLY TO ANY CLAIM TO THE EXTENT ACTUALLY RESULTING ON ACCOUNT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER INDEMNIFIED PARTIESforegoing.

Reasonable Access. Unless prohibited by Applicable Law, to the extent the SN Parties have the Legal Right, the SN Parties shall use commercially reasonable efforts to cause, until the Closing, the Company to permit Buyer and representatives of Buyer to have reasonable access at reasonable times, and in a manner so as not to interfere with the normal business operations of the SN Parties or the Company and their Affiliates, to all premises, properties, personnel, books, records (including Tax records), contracts and documents of or pertaining to the Company or the Company AssetsCompany, subject to Section 7.4(b) and Section 12.14. Buyer shall abide by the SN Parties’ and any lessors’ safety rules, regulations and operating policies while conducting its due diligence evaluation of the Company Assets including any environmental or other inspection or assessment of the Company AssetsCompany. Buyer does hereby RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS the Seller Indemnified Parties from and against any and all Claims arising out of, resulting from or relating to the acts or omissions of Buyer or any of the Buyer Indemnified Parties in connection with any field visit, environmental assessment or other due diligence activity conducted by Buyer or any of its representatives with respect to the Company Assets conducted prior to Closing. SUCH OBLIGATIONS OF BUYER SHALL APPLY EVEN IF SUCH CLAIMS ARISE OUT OF OR RESULT FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF THE SELLER INDEMNIFIED PARTIES; PROVIDED, HOWEVER, THE AFOREMENTIONED OBLIGATIONS SHALL NOT APPLY TO ANY CLAIM TO THE EXTENT ACTUALLY RESULTING ON ACCOUNT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER INDEMNIFIED PARTIES.