Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Legal Requirements, upon reasonable notice, the Company shall, and shall cause its Subsidiaries to, afford Parent’s and Buyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Closing, 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 and Buyer all information concerning its business, properties and personnel as may reasonably be requested; provided, that no investigation pursuant to this Section 6.3 shall affect or be deemed to modify any warranty made by the Company herein; provided, further, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all reasonable endeavors to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (b) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.3 shall be directed to a director of, 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 Legal RequirementsLaw, upon reasonable noticenotice and without unreasonable interference with the Company's operations, the Company shall, shall (and shall cause its Subsidiaries to, ) afford Parent’s and Buyer’s 's officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the ClosingEffective Time, to its employees, properties, booksContracts, contracts systems, books and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) furnish promptly to Parent and Buyer all information concerning its business, properties and personnel as may reasonably be requested; provided, provided that no investigation pursuant to this Section 6.3 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided, further, and provided further that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all reasonable endeavors best efforts to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (bii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.3 6.6 shall be directed to a director of, the executive officer or other Person designated by the CompanyCompany in writing. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.

Access and Reports. Subject to applicable Legal RequirementsLaw, upon reasonable prior written notice, the Company shall, shall (and shall cause its Subsidiaries to, ) afford Parent’s and Buyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the ClosingEffective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) furnish promptly to Parent and Buyer all information concerning its business, properties and personnel as may reasonably be requested; provided, provided that no investigation pursuant to this Section 6.3 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company herein; and provided, further, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality to a third-party if the Company shall have used all its commercially reasonable endeavors efforts to obtain the consent of such third third-party to such inspection or disclosure or if disclosure. If any Legal Requirement applicable to of the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (b) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made material furnished pursuant to this Section 6.3 6.6 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall be directed to a director ofnot, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other Person designated by the Companyapplicable privilege. All such information shall be governed provided by the terms of Company that is entitled to protection under the Confidentiality attorney client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges and this Agreement.

Access and Reports. Subject to applicable Legal RequirementsLaw, upon reasonable notice, the Company shall, shall (and shall cause its Subsidiaries to, ) afford Parent’s and Buyer’s 's officers and other authorized Representatives representatives reasonable access, during normal business hours and in a manner which does not disrupt or interfere with business operations throughout the period prior to the ClosingEffective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) furnish promptly to Parent and Buyer all information concerning its business, properties and personnel as may reasonably be requested; provided, PROVIDED that no investigation pursuant to this Section 6.3 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided, furtherand PROVIDED, FURTHER, that the foregoing shall not require the Company (ai) 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 parties, (B) violate the specific provisions of any Law, or (C) violate any of its obligations with respect to confidentiality if the Company shall have used all commercially reasonable endeavors efforts to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (bii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.3 6.6 shall be directed to a director of, an executive officer of the Company or other such Person as may be -45- designated by the Company's executive officers. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Legal RequirementsLaw, upon reasonable noticefrom the date hereof throughout the period prior to the Company Merger Effective Time, the Company shall, Parties shall (and shall cause its their Subsidiaries to) (i) upon reasonable prior written notice, afford Parent’s and Buyer’s 's officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Closinghours, to its employees, properties, books, contracts and records andrecords, during such period, the Company shall, and shall cause its Subsidiaries to, (ii) furnish promptly to Parent and Buyer all information concerning its business, properties and personnel as may reasonably be requestedrequested by Parent and (iii) furnish promptly to Parent any unaudited monthly consolidated statements of operations for the Company Parties and their Subsidiaries prepared and provided to management or the Company's Board of Directors; provided, provided that no investigation pursuant to this Section 6.3 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company herein; provided, further, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all reasonable endeavors to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (b) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.3 6.6 shall be directed to a director of, the chief executive officer or other Person persons designated by the chief executive officer of the Company. Neither the Company Parties nor any of their Subsidiaries shall be required to provide access to or to disclose information where, in the reasonable good faith judgment of the Company, such access or disclosure is reasonably likely to jeopardize any work product or attorney-client privilege or contravene any Law or breach any Contract to which the Company Parties or their Subsidiaries is a party or by which they are bound; and in any such event, the parties hereto will seek to make appropriate substitute disclosure arrangements. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.

Access and Reports. Subject to applicable Legal RequirementsLaw, upon reasonable notice, the Company shall, shall (and shall cause its Subsidiaries to, ) afford Parent’s Parent and Buyer’s Merger Sub and their officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the ClosingEffective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) furnish as promptly as reasonably practicable to Parent and Buyer Merger Sub all information concerning its business, properties and personnel as may reasonably be requested; provided, provided that no investigation pursuant to this Section 6.3 6.6 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 its Subsidiaries (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) unreasonably disrupt the operations of the Company or any of its Subsidiaries or (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any of its obligations Subsidiaries with respect to confidentiality if the Company shall have used all reasonable endeavors best efforts to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (bii) to disclose any privileged information of the Company or any of its SubsidiariesSubsidiaries (provided that, in each case, the Company shall use commercially reasonable efforts to develop an alternative to providing such information reasonably acceptable to Parent). All requests for information made pursuant to this Section 6.3 6.6 shall be directed to a director of, the executive 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 Legal RequirementsLaw, upon reasonable noticenotice and without unreasonable interference with the Company’s operations, the Company shall, shall (and shall cause its Subsidiaries to, ) afford Parent’s and Buyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the ClosingEffective Time, to its employees, properties, booksContracts, contracts systems, books and records and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) furnish promptly to Parent and Buyer all information concerning its business, properties and personnel as may reasonably be requested; provided, provided that no investigation pursuant to this Section 6.3 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided, further, and provided further that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all reasonable endeavors best efforts to obtain the consent of such third party to such inspection or disclosure or if any Legal Requirement applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (bii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.3 6.6 shall be directed to a director of, the executive officer or other Person designated by the CompanyCompany in writing. All such information shall be governed by the terms of the Confidentiality Agreement. Parent shall reimburse the Company for all reasonable out-of-pocket costs (which, for the avoidance of doubt, will not include salaries or other compensation costs of employees of the Company and its Subsidiaries) incurred by the Company and its Subsidiaries pursuant to this Section 6.6.

Access and Reports. Subject to applicable Legal Requirements, upon Upon reasonable notice, the Company shall, and shall cause its Subsidiaries to, afford Parent and Parent’s and Buyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the ClosingEffective Time, to its employees, properties, bookscontracts, contracts books and records and, during such period, the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent and Buyer all readily available information concerning its business, properties and personnel as Parent may reasonably be requestedrequest; provided, however, that no investigation pursuant to this Section 6.3 shall affect or be deemed to modify any warranty made by none of the Company herein; provided, further, that the foregoing or any of its Subsidiaries shall not require the Company (a) be required to permit any inspectioninspection or other access, or to disclose any information, that in the its reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or would: (a) violate any of its obligations with respect to confidentiality if (provided that the Company shall have used all use its commercially reasonable endeavors efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the consent of such third party to such inspection attorney-client privilege or disclosure or if any Legal Requirement applicable to the attorney work product doctrine (provided that the Company or its Subsidiaries requires the Company or its Subsidiaries shall take any commercially reasonable action to restrict or prohibit allow such access to be granted in whole or in part without jeopardizing such information protections); (e) violate any Law; or (bf) to disclose any privileged information of materially interfere with the Company or any conduct of its Subsidiariesbusiness. All requests for information made pursuant to this Section 6.3 7.6 shall be directed to a director of, the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the Company in this Agreement. The Company shall furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of federal or state securities Legal Requirements to the extent that such report, schedule, registration statement or other document is not publicly available on EXXXX.