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 (and shall cause the Company and its Subsidiaries to) afford to Buyer and its authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to (A) all properties, contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the business of the Company and its Subsidiaries, and (B) the employees, agents, customers, accountants and actuaries of the Company and its Subsidiaries; provided, however, that (i) Buyer shall have informed Seller of the general substance of any communication prior to communicating with any such employees, agents, customers, accountants or actuaries, and (ii) when communicating with any such persons, such representative of Buyer shall be accompanied, if Seller so elects, by a representative of Seller. Seller shall cause the Company Employees to provide reasonable assistance to Buyer in Buyer's investigation of matters relating to the purchase of the Shares, provided, however, that Buyer's investigation shall be conducted in a manner which does not interfere with the Company's or its Subsidiaries' normal operations, customers and employee relations. Subject to the foregoing, the terms of the Confidentiality Agreement shall govern Buyer's and its agents' and representatives' obligations with respect to all confidential information with respect to the Company or its Subsidiaries which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.

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 (and shall cause the Company and its Subsidiaries to) afford to Buyer and its authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to (A) all properties, contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the business of the Company and its SubsidiariesSubsidiaries and, during such period, Seller shall (and shall cause the Company and each of its Subsidiaries to) furnish promptly to Buyer, (Ba) all correspondence or written communication between the employeesCompany or any of its Subsidiaries and A.M. Best, agentsStandard & Poor's Corporation, customers▇▇▇▇▇'▇ Investor Services, accountants and actuaries Inc., any Governmental Authority or any Insurance Regulator which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and its Subsidiaries; provided, however, that (i) Buyer shall have informed Seller of the general substance of any communication prior to communicating with any such employees, agents, customers, accountants or actuariesSubsidiaries taken as a whole, and (iib) when communicating with subject to any such personsattorney-client privilege applicable to the Company or its Subsidiaries, such representative of all other information concerning its business, properties and personnel as Buyer shall be accompanied, if Seller so elects, by a representative of Sellermay reasonably request. Seller shall cause the Company Employees (subject to any attorney-client privilege applicable to the Company or its Subsidiaries) to provide reasonable assistance to Buyer in Buyer's investigation of matters relating to the purchase of the Shares, provided, however, that Buyer's investigation shall be conducted in a manner which does not interfere with the Company's or its Subsidiaries' normal operations, customers and employee relations. Subject to Without limiting any of the foregoingterms thereof, the terms of the Confidentiality Agreement shall govern Buyer's and its agents' and representatives' obligations with respect to all confidential information with respect to the Company or its Subsidiaries which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.

Access; Certain Communications. Between the date of this Agreement and the Initial Closing Date, subject to Applicable Laws Law and contractual restrictions relating to the exchange of information, Seller the Sellers shall (and shall cause the Company and its Subsidiaries to) afford to Buyer and its authorized agents and representatives complete reasonable access, upon reasonable notice and during normal business hoursprior notice, to (A) all the personnel, properties, records, contracts, documents and information of or relating to the assets, liabilities, business, operations operations, personnel and such other aspects of the business of the Company and its Subsidiaries, and (B) the employees, agents, customers, accountants and actuaries of the Company and its SubsidiariesCompanies as Buyer shall reasonably request; provided, however, that (i) Buyer shall have informed Seller of the general substance of any communication prior to communicating with any such employees, agents, customers, accountants or actuaries, and (ii) when communicating with any such persons, such representative of Buyer shall be accompanied, if Seller so elects, by a representative of Seller. Seller shall cause the Company Employees to provide reasonable assistance to Buyer in Buyer's investigation of matters relating to the purchase of the Shares, provided, however, that Buyer's investigation investigations shall be conducted during normal business hours in a manner which does not unreasonably interfere with the Company's or its Subsidiaries' normal operations, customers Clients and employee relationsrelations of any of the Companies. Subject Prior to the foregoingInitial Closing, the terms Sellers shall cause the officers and employees of the Confidentiality Agreement shall govern Buyer's Companies to furnish to Buyer and its agents' officers, employees, representatives, counsel and representatives' obligations with respect to all confidential accountants (the “Representatives”) such financial and operating data and other information with respect to the business, properties and assets of the Companies as Buyer or any such Person shall from time to time reasonably request, and shall cause each Company and its respective Representatives to reasonably cooperate with, and each Company shall request its independent public accountants and independent legal counsel to reasonably cooperate with, Buyer and its Representatives so as to enable Buyer to become properly informed with respect to the business, assets, financial condition, results of operations and prospects of the Companies. No investigation pursuant to this Section 6.6 or its Subsidiaries which has been provided otherwise shall affect or made available to them at any time, including during limit the period between representations and warranties of the date of this Agreement and the Closing DateSellers set forth herein.