Common use of Access; Certain Communications Clause in Contracts

Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, Seller shall cause the Company and its Subsidiary to afford to Buyer and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the business of the Company and its Subsidiary (including any information which Buyer or Good▇▇▇, ▇▇octer & Hoar ▇▇▇ll request in connection with the legal opinion contemplated by Section 3.2(e) hereof), Seller shall cause the Company and its Subsidiary to cause their respective personnel to provide reasonable assistance to Buyer in Buyer's investigation of matters relating to the transactions contemplated 41 48 hereby; provided, however, that Buyer's investigation shall be conducted in a manner which does not unreasonably interfere with the Company's and its Subsidiary's normal operations, customers, and employee relations. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement (except to the extent that they conflict with a provision hereof) shall govern Buyer's and its agents' and representatives' obligations with respect to all confidential information with respect to the Company or any Affiliate thereof provided or made available to them at any time, including the period between the date of this Agreement and the Closing Date.

Access; Certain Communications. (a) Between the date of this Agreement and the Closing Date, subject to any Applicable Laws relating to the exchange of information, Seller shall cause the Company and its Subsidiary to the Beneficial Owners shall afford to Buyer and its authorized agents and representatives reasonable access, upon reasonable notice and during normal business hours, to all contracts, documents documents, Records and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the business of the Company. The Company and its Subsidiary (including any information which Buyer or Good▇▇▇, ▇▇octer & Hoar ▇▇▇ll request in connection with the legal opinion contemplated by Section 3.2(e) hereof), Seller Beneficial Owners shall cause the Company their personnel, attorneys and its Subsidiary to cause their respective personnel accountants to provide reasonable assistance to Buyer in Buyer's investigation of matters relating to the transactions contemplated 41 48 herebypurchase of the Acquired Assets, including allowing Buyer and its authorized agents and representatives access to the Operating Sites and data processing facilities; provided, however, that Buyer's investigation shall be under the general coordination of the Company and shall be conducted in a manner which does not unreasonably interfere with the Company's and its Subsidiary's normal operations, customers, and employee relations. Without limiting . (b) Buyer will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any of non-public information obtained pursuant to Section 4.9(a) in confidence to the terms thereofextent required by, and in accordance with, the terms provisions of the Confidentiality Agreement (except to the extent that they conflict with a provision hereof) shall govern Buyer's and its agents' and representatives' obligations with respect to all confidential information with respect to Agreement, dated May 27, 1998, between the Company and Conning Corporation, as if Buyer were a party thereto (the "Confidentiality Agreement"). The parties agree that the Confidentiality Agreement shall terminate at Closing and be of no further force or any Affiliate thereof provided or made available to them at any time, including the period between the date of this Agreement and the Closing Dateeffect.