Common use of Access and Investigation Clause in Contracts

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDS, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to (i) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, (ii) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and (iii) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary. Any investigation conducted by either MEDS or the Company pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDSHomology, on the one hand, and the CompanyQ32, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (i) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, (ii) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and request, (iii) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessaryreasonably necessary or appropriate, and (iv) provide the other Party with copies, when available, of unaudited financial statements or management accounts, and communications sent by or on behalf of such Party to its stockholders or any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Contemplated Transactions. Any investigation conducted by either MEDS Homology or the Company Q32 pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force and effect following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the earlier of the date of termination of this Agreement pursuant to Section 7.1 and the Effective Time (the “Pre-Closing Period”), upon reasonable notice, MEDSeach Party shall, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request request, and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary. Any investigation conducted by either MEDS necessary or the Company pursuant appropriate in order to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of enable the other PartyParty to satisfy its obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each Party shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior promptly make available to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other Party with copies of:

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDSParent, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Partyparty’s Representatives to to: (ia) provide the other Party party and such other Partyparty’s Representatives with reasonable access during normal business hours to such Partyparty’s Representatives, personnel personnel, property and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party party and its Subsidiaries, (iib) provide the other Party party and such other Partyparty’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, data and other documents and information relating to such Party party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party party and its Subsidiaries as the other Party party may reasonably request and request, (iiic) permit the other Partyparty’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party party responsible for such Partyparty’s financial statements and the internal controls of such Party party to discuss such matters as the other Party party may deem necessarynecessary and (d) make available to the other party copies of any material notice, report or other document filed with or sent to or received from any Governmental Entity in connection with the transactions contemplated hereby. Any investigation conducted by either MEDS Parent or the Company pursuant to this Section 5.3 6.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effectparty.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable noticenotice each Party shall, MEDS, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable best efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request request; and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessarynecessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Any investigation conducted by either MEDS PTI or the Company pursuant to this Section 5.3 4.1 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each Party shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior promptly make available to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other Party copies of:

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, and any requirements of applicable Law, during the Pre-Closing Period, upon reasonable notice, MEDSMilan, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request request; and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for the relevant Party) and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary. Any investigation conducted by either MEDS Milan or the Company pursuant to this Section 5.3 4.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDSParent, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel personnel, property and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and request, (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary, and (d) make available to the other Party copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Contemplated Transactions. Any investigation conducted by either MEDS Parent or the Company pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this AgreementAgreement in accordance with its terms, during the period commencing on the date of this Agreement and ending at the Closing (the “Pre-Closing Period”), upon reasonable notice, MEDS, on the one handnotice each Party shall, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the Transactions; (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactions; and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary. Any investigation conducted by either MEDS necessary or the Company pursuant appropriate in order to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of enable the other PartyParty to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each Party shall in no event be a condition to Closing nor shall promptly provide the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other Party with copies of:

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable noticenotice each Party shall, MEDS, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessarynecessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Any investigation conducted by either MEDS Arrow or the Company pursuant to this Section 5.3 4.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Any access granted by either Arrow or the Company shall be subject to its reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall any Party may restrict the failure to satisfy such covenants prior foregoing access to the Closing Date be a breach of this Agreement extent that any Legal Requirement applicable to such Party requires such Party to restrict or constitute a Company Material Adverse Effectprohibit access to any such properties or information.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable noticenotice each Party shall, MEDS, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request request; and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary. Any investigation conducted by either MEDS necessary or the Company pursuant appropriate in order to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of enable the other PartyParty to satisfy its obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each Party shall in no event be a condition to Closing nor shall promptly provide the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other Party with copies of:

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable noticenotice each Party shall, MEDS, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request request; and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary. Any investigation conducted by either MEDS necessary or the Company pursuant appropriate in order to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of enable the other PartyParty to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each Party shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior promptly make available to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other Party with copies of:

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDSParent, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (i) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel personnel, property and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (ii) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and request; (iii) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessarynecessary or appropriate; and (iv) make available to the other Party copies of unaudited financial statements, material operating and financial reports prepared for senior management or the board of directors of such Party, and any material notice, report or other document filed with or sent to or received from any Governmental Body in connection with the Contemplated Transactions. Any investigation conducted by either MEDS Parent or the Company pursuant to this Section 5.3 4.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDSPubCo, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel personnel, property and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and request; (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial executive officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessarynecessary and; (d) make available to the other Party copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Contemplated Transactions. Any investigation conducted by either MEDS PubCo or the Company pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable notice, MEDS, on the one handnotice each Party shall, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party Table of Contents may reasonably request request; and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary. Any investigation conducted by either MEDS necessary or the Company pursuant appropriate in order to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of enable the other PartyParty to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each Party shall in no event be a condition to Closing nor shall promptly provide the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other Party with copies of:

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDSMagenta, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel personnel, property and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and request, (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary, and (d) make available to the other Party copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Contemplated Transactions. Any investigation conducted by either MEDS Magenta or the Company pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable notice, MEDSeach Party shall, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request request; and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessarynecessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Any investigation conducted by either MEDS Yumanity or the Company pursuant to this Section 5.3 4.1 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each Party shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior promptly make available to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other Party copies of:

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDSParent, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and request, (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessarynecessary or appropriate, and (d) provide the other Party with copies, when available, of unaudited financial statements or management accounts, and communications sent by or on behalf of such Party to its stockholders or any notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Contemplated Transactions. Any investigation conducted by either MEDS Parent or the Company pursuant to this Section 5.3 4.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties parties hereto agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable noticenotice each party hereto shall, MEDS, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Partyparty’s Representatives to to: (ia) provide the other Party party and such other Partyparty’s Representatives with reasonable access during normal business hours to such Partyparty’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party party and its Subsidiaries, ; (iib) provide the other Party party and such other Partyparty’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party party and its Subsidiaries as the other Party party may reasonably request request; and (iiic) permit the other Partyparty’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party party responsible for such Partyparty’s financial statements and the internal controls of such Party party to discuss such matters as the other Party party may deem necessary. Any investigation conducted by either MEDS necessary or the Company pursuant appropriate in order to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of enable the other Partyparty to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each party shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior promptly make available to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other party copies of:

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable noticenotice each Party shall, MEDS, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ix) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, if any; (iiy) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, if any, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries Subsidiaries, if any, as the other Party may reasonably request request; and (iiiz) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary. Any investigation conducted by either MEDS necessary or the Company pursuant appropriate in order to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of enable the other PartyParty to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each Party shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior promptly make available to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other Party with copies of:

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDSPubCo, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel personnel, property and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and request; (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial executive officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary; and (d) make available to the other Party copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Contemplated Transactions. Any investigation conducted by either MEDS PubCo or the Company pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable notice, MEDSParent, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (i) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel personnel, property and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (ii) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request and request; (iii) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessarynecessary or appropriate; (iv) assemble and provide availability to organized diligence materials as reasonably requested, and; (v) make available to the other Party copies of unaudited financial statements, material operating and financial reports prepared for senior management or the board of directors of such Party, and any material notice, report or other document filed with or sent to or received from any Governmental Body in connection with the Contemplated Transactions. Any investigation conducted by either MEDS Parent or the Company pursuant to this Section 5.3 4.3(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, satisfying such covenants shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.

Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable noticenotice each Party shall, MEDS, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to to: (ia) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, ; (iib) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request request; and (iiic) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary. Any investigation conducted by either MEDS necessary or the Company pursuant appropriate in order to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of enable the other PartyParty to satisfy its obligations under the Sarbaxxx-Xxxxx Xxx and the rules and regulations relating thereto. Notwithstanding Without limiting the generality of any of the foregoing, satisfying such covenants during the Pre-Closing Period, each Party shall in no event be a condition to Closing nor shall the failure to satisfy such covenants prior promptly make available to the Closing Date be a breach of this Agreement or constitute a Company Material Adverse Effect.other Party copies of: