Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or to disclose privileged information; provided that the Company will use its reasonable best efforts to develop alternative processes to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation of any Law or (C) if the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation or other proceeding, to disclose or permit access to any information that is reasonably pertinent to such litigation or other proceeding. All requests for information made pursuant to this Section 6.4 shall be directed to the Company’s executive officers or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts Contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.4 7.5 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries (i) to permit any inspection, or to disclose or permit access to any information, that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or to disclose privileged information; provided that the Company will use its reasonable best efforts to develop alternative processes to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be is reasonably likely to result in a any violation of any Law or any Contract to which the Company or any of its Subsidiaries is a party, or cause any privilege (Cincluding attorney client privilege) that the Company or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information, or (ii) if the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation or other proceeding, to disclose or permit access to any information that is reasonably pertinent to such litigation or other proceeding. All requests for information made pursuant to this Section 6.4 7.5 shall be directed to the Company’s executive officers officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford ParentPurchaser’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, Tax Returns, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent Purchaser all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets Trade Secrets of third parties Third Parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of such Third Party to such inspection or disclosure, (ii) to disclose any privileged information; provided that the Company will use its reasonable best efforts to develop alternative processes to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation information of any Law or (C) if the Company or any of its Affiliates, on the one hand, and Parent Subsidiaries or (iii) to violate any of its Affiliates, on the other hand, are adverse parties in a litigation or other proceeding, to disclose or permit access to any information that is reasonably pertinent to such litigation or other proceedingLaws. All requests for information and access made pursuant to this Section 6.4 7.5 shall be directed to an executive officer of the Company or such Person as may be designated by the Company’s executive officers or other Person designated by the Companyofficers. All such information shall be governed by the terms of the Confidentiality Agreement. Any inspection or request for information pursuant to this Section 7.5 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeTermination Date, to its officers, employees, properties, Tax Returns, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information; provided that the Company will use its reasonable best efforts to develop alternative processes to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation information of any Law or (C) if the Company or any of its Affiliates, on the one hand, and Parent Subsidiaries or (iii) to violate any of its Affiliates, on the other hand, are adverse parties in a litigation or other proceeding, to disclose or permit access to any information that is reasonably pertinent to such litigation or other proceedingLaws. All requests for information and access made pursuant to this Section 6.4 4.6 shall be directed to an executive officer of the Company or such person as may be designated by the Company’s executive officers or other Person designated by the Companyofficers. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, ; provided that no investigation pursuant to this Section 6.4 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, ; provided further that the foregoing shall not require the Company or any of its Subsidiaries (ia) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or to disclose privileged information; provided that if the Company will use its shall have used reasonable best efforts to develop alternative processes obtain the consent of such third party to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation of any Law inspection or disclosure or (Cb) if to disclose any privileged information of the Company or any of its AffiliatesSubsidiaries. Notwithstanding the foregoing, on any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the one hand, business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and Parent or any timely discharge by such employees of its Affiliates, on the other hand, are adverse parties in a litigation or other proceeding, to disclose or permit access to any information that is reasonably pertinent to such litigation or other proceedingtheir normal duties. All requests for information made pursuant to this Section 6.4 6.6 shall be directed to the Company’s executive officers individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s to the officers and other authorized Representatives of Parent, potential sources of capital and any rating agencies and prospective lenders reasonable access, during normal business hours throughout the period prior from the date hereof to the Effective TimeTime or the termination of this Agreement in accordance with its terms, to its employeesemployees (including officers), properties, books, contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) promptly furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made requested by the Company herein, and Parent; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries (i) to permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality confidentiality, (ii) to violate any requirements relating to classified materials or other material whose distribution is restricted by the U.S. government, or (iii) to disclose privileged information; provided that the Company will use its reasonable best efforts to develop alternative processes to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation any information of any Law or (C) if the Company or any of its AffiliatesSubsidiaries that would waive the protection of attorney-client privilege; provided, on that, with respect to clauses (i), (ii) and (iii) if such information cannot be disclosed pursuant to such clauses, the one handCompany shall disclose as much of such information as is practicable (through redactions, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation summaries or other proceeding, to disclose appropriate means) without violating the applicable restrictions on disclosure of such information or permit access to any information that is reasonably pertinent to waiving such litigation or other proceeding. All requests for information made pursuant to this Section 6.4 shall be directed to the Company’s executive officers or other Person designated by the Companyprivilege. All such information shall be governed by the terms of the Company Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided, provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.4 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and herein or otherwise limit or affect the remedies available to Parent; provided, further, that the foregoing shall not require the Company or any of its Subsidiaries (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose privileged information; provided that any information to the Company will use its reasonable best efforts extent it would cause a loss of privilege to develop alternative processes to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation of any Law or (C) if the Company or any of its AffiliatesSubsidiaries or (iii) to violate applicable Law (it being agreed, on with respect to clauses (i) and (ii), that the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties shall use their commercially reasonable efforts to cause such information to be provided in a litigation manner that would not result in such jeopardy or other proceeding, to disclose or permit access to any information that is reasonably pertinent to such litigation or other proceedingcontravention). All requests for information made pursuant to this Section 6.4 6.6 shall be directed to the Company’s executive officers officer or other Person designated by the Company. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticenotice from Buyer to the Company, the Company shall (and shall cause its Subsidiaries to) afford ParentBuyer’s officers and other authorized Representatives representatives and the Lenders, upon reasonable accessnotice, reasonable access to the properties, Books and Records and Contracts and other documents of the Company and its Subsidiaries during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records Closing Date and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish make available promptly to Parent Buyer all information concerning its businessthe businesses, affairs, operations, properties and personnel of the Company and its Subsidiaries as Buyer may reasonably request and, with the Company’s prior written consent (such consent not to be requestedunreasonably withheld), to those managers, officers, directors, employees, agents, accountants and counsel of the Company who have any knowledge relating to the Company or the business of the Company, and a reasonable opportunity to make such investigations as Buyer and such officers and authorized representatives reasonably request, provided that no investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries Affiliates (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or the applicable Affiliate would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or confidentiality, (ii) to disclose any privileged information; provided that the Company will use its reasonable best efforts to develop alternative processes to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation information of any Law or (C) if the Company or any of its AffiliatesAffiliates to the extent it would reasonably be expected to cause the loss of attorney-client privilege on any material information, on or (iii) to permit any environmental sampling, testing or other intrusive investigations of the one hand, and Parent or Leased Real Property. Neither the Company nor any of its Affiliates, on the other hand, are adverse parties in a litigation Fully Diluted Common Holders (including the Stockholders’ Representative) make any representation or other proceeding, warranty as to disclose or permit access to the accuracy of any information that is reasonably pertinent to such litigation or other proceeding. All requests for information made (if any) provided pursuant to this Section 6.4 shall be directed 5.1, and Buyer may not rely on the accuracy of any such information, in each case except to the extent expressly set forth in the Company’s executive officers or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreementrepresentations and warranties contained in Article III.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, ; provided that no investigation pursuant to this Section 6.4 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, ; provided further that the foregoing shall not require the Company or any of its Subsidiaries (ia) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or to disclose privileged information; provided (it being understood that the Company will shall use its commercially reasonable best efforts to develop alternative processes obtain the consent of such third party to permit such inspection or disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation of any Law or (Cb) if to disclose any information of the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation or other proceeding, to disclose or permit access to any information Subsidiaries that is reasonably pertinent subject to attorney-client privilege. Notwithstanding the foregoing, any such litigation investigation or other proceedingconsultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made pursuant to this Section 6.4 6.7 shall be directed to the Company’s executive officers individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s 's officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, ; provided that no investigation pursuant to this Section 6.4 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, ; provided further that the foregoing shall not require the Company or any of its Subsidiaries (ia) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or to disclose privileged information; provided (it being understood that the Company will shall use its commercially reasonable best efforts to develop alternative processes obtain the consent of such third party to permit such inspection or disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation of any Law or (Cb) if to disclose any information of the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation or other proceeding, to disclose or permit access to any information Subsidiaries that is reasonably pertinent subject to attorney-client privilege. Notwithstanding the foregoing, any such litigation investigation or other proceedingconsultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made pursuant to this Section 6.4 6.7 shall be directed to the Company’s executive officers individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.

Access and Reports. (a) Subject to applicable Law, during the Interim Period upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior and in a manner that minimizes disruption to the Effective Timebusiness operations of the Company and its Subsidiaries, to its employeesEmployees, properties, assets, books, contracts Contracts, Tax Returns and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, finances, operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as may reasonably be requested; provided, provided that no investigation pursuant to this Section 6.4 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein, herein or the conditions to the obligations of the parties hereto under this Agreement; and provided, further, that the foregoing shall not require the Company or any of its Subsidiaries to (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (after consultation with its outside legal counsel) would (A) result in the disclosure of any trade secrets of third parties or violate any of its contractual or legal obligations with respect to confidentiality or to disclose privileged information; provided that if the Company will use its shall have used reasonable best efforts to develop alternative processes obtain the consent of such third party to permit such inspection or disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third parties, (B) be reasonably likely to result in a violation of any Law or (Cii) if disclose any privileged information of the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation or other proceeding, to disclose or permit access to any information that is reasonably pertinent to such litigation or other proceedingSubsidiaries. All requests for information made pursuant to this Section 6.4 6.7 shall be directed to the Company’s executive officers officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.