Common use of Records and Access Clause in Contracts

Records and Access. (a) During the period from the date of this Agreement to the Closing, the Company shall, and shall cause its Subsidiaries to: (i) permit the Buyer and its authorized Representatives to (x) have reasonable access, during regular business hours upon reasonable prior notice, to the books, records, personnel, accountants, offices and other facilities and properties of the Acquired Entities as the Buyer may reasonably request; provided, however, the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entities, without the prior written consent of the Seller, and (y) make such copies and inspections thereof as the Buyer may reasonably request, and (ii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities as the Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the Seller or the personnel of the Acquired Entities and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities or their Affiliates and shall not require the Seller or the Company to waive any applicable privilege (including attorney-client privilege) nor to violate any contractual confidentiality obligation; provided, however, that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations. Notwithstanding anything in this Section 5.1 to the contrary, (i) the auditors and accountants of the Company shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (ii) nothing in this Agreement shall require that the Seller or the Company disclose to the Buyer any information (such as pricing data) that is prohibited from disclosure by applicable Law.

Records and Access. (a) During the period from the date of this Agreement to the Closing, the Seller and Company shall, and shall cause its their Subsidiaries to: (i) permit the Buyer and its authorized Representatives to (x) have reasonable access, during regular business hours upon reasonable prior notice, to the books, records, personnel, accountants, offices and other facilities and properties of the Acquired Entities as the Buyer may reasonably request; provided, however, the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entities, without the prior written consent of the Seller, Seller and (y) make such copies and inspections thereof as the Buyer may reasonably request, and (ii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities as the Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the Seller or the personnel of the Acquired Entities Company and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities or their Affiliates and shall not require the Seller or the Company to waive any applicable privilege (including attorney-client privilege) nor to violate any contractual confidentiality obligation; provided, however, that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations. Notwithstanding anything in this Section 5.1 to the contrary, (i) the auditors and accountants of the Company shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (ii) nothing in this Agreement shall require that the Seller or the Company disclose to the Buyer any information (such as pricing data) that is prohibited from disclosure by applicable LawLaw or that the Seller reasonably believes could, in Buyer’s possession, have a Seller Material Adverse Effect if the Closing does not occur.

Records and Access. (a) During the period from From and after the date of this Agreement to the ClosingAgreement, the Company Parent shall, and shall cause its Subsidiaries Affiliates to: , (i) permit give the Buyer and its authorized Representatives reasonable access to (x) have reasonable access, during regular business hours upon reasonable prior notice, to the books, all records, personnel, accountants, offices and other facilities and properties of the Parent and its Affiliates to the extent relating to the Acquired Entities as Business (including all Records of the type described in the proviso to Section 1.01(e)), (ii) permit the Buyer may reasonably request; provided, however, the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entities, without the prior written consent of the Seller, to make and (y) make retain such copies and inspections thereof as the Buyer may reasonably request, and (iiiii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities Business as the Buyer may from time to time reasonably request, in each case (A) to comply with reporting, disclosure, filing or other requirements imposed on the Buyer or its Affiliates (including under applicable securities laws) or for other bona fide business reasons, (B) for use in any Proceeding or to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, or (C) to comply with the obligations of the Buyer under the Transaction Documents; provided, however, that any such access shall will be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the Seller Seller’s or the its Affiliates’ personnel of the Acquired Entities and in such a manner as shall not to interfere unreasonably with (i) unduly disrupt the operation conduct of the businesses operations of the Acquired Entities Parent or their its Affiliates and shall not require the Seller or the Company to waive (ii) violate any applicable privilege (including Law, and none of the Parent, its Affiliates nor the Buyer shall be required to violate any obligation of confidentiality to which any such party hereto is subject or to jeopardize any attorney-client privilege) nor to violate any contractual confidentiality obligation; provided, however, that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligationsprivilege which it may possess. Notwithstanding anything in this Section 5.1 herein to the contrary, (i) the auditors and accountants of the Company no such access, disclosure or copying shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed permitted for a customary agreement purpose relating to such access to work papers in form a dispute or potential dispute between the Seller and substance reasonably acceptable to such auditors the Buyer or accountantsany of their respective Affiliates. For a period of six years following the Closing Date, the Parent shall not, and (ii) nothing in this Agreement shall require that cause its Affiliates not to, without first having offered to deliver the Seller or the Company disclose same to the Buyer Buyer, destroy or permit the destruction of any information records relating to the Acquired Business as conducted by the Parent and its Affiliates in Parent’s or its Affiliates’ possession (such as pricing data) including any Records), other than promotional materials that is prohibited from disclosure by applicable Laware not material to the Acquired Business.

Records and Access. (a) During Prior to the period from Closing but after the date of execution of this Agreement to the ClosingAgreement, the Company each Seller shall, and shall cause its Subsidiaries each Company owned by such Seller to: , (i) permit the Buyer and its authorized Representatives to (xA) have reasonable access, during regular business hours upon reasonable prior notice, to the books, records, personnel, accountants, offices and other facilities and properties of the Acquired Entities such Company as the Buyer may reasonably request; provided, however, that the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive or invasive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entitiessuch Company, without the prior written consent of the such Seller, and (yB) make such copies and inspections thereof as the Buyer may reasonably request, and (ii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities such Company as the Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the such Seller or the personnel of the Acquired Entities such Company and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities such Company or their Affiliates and shall not require the such Seller or the such Company to waive any applicable privilege (including attorney-client privilege) nor to violate any contractual confidentiality obligation; provided, however, that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations. Notwithstanding anything in this Section 5.1 6.1 to the contrary, (ix) the auditors and accountants of the Company Companies shall not be obliged obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (iiy) nothing in this Agreement shall require that the any Seller or the a Company disclose to the Buyer any information (such as pricing data) that is prohibited from disclosure by applicable LawLaw or that any Seller reasonably believes could, in the Buyer’s possession, have a Seller Material Adverse Effect if the Closing does not occur or that relates to Tax Returns and supporting work papers of such Seller or its Affiliates (other than the Companies).