Access personal data Clause Samples

Access personal data. (a) During the Pre-Closing Period, Parent will, and will cause its Affiliates involved in the Business (including the Purchased Companies) to, permit Purchaser and its Representatives to have reasonable access (taking into account applicable COVID-19 Measures) to the personnel, properties, books and records, Contracts and Permits of the Purchased Companies during normal working hours and upon reasonable advance notice, including in connection with Purchaser’s review of the Estimated Closing Adjustment Statement and Purchaser’s pursuit of the R&W Insurance Policy; provided, however, that Purchaser will not disrupt the personnel and operations of the Purchased Companies; provided, further, that (i) nothing herein will require any Person to provide any information in any other format or otherwise to manipulate or reconfigure any data; (ii) nothing herein will require any Person to provide Purchaser with access to or copies of (A) any information that must be maintained as confidential by applicable Law or in accordance with the terms of a written agreement with a third party or (B) sensitive consumer, customer or employee information, manufacturing processes, pricing lists or other information that, in Parent’s reasonable business judgment, could violate applicable Law (provided, in each case of clauses (A) and (B), that Parent and its Affiliates will use commercially reasonable efforts to provide such information in a manner that does not violate such Law or is in accordance with such agreement); (iii) nothing herein will require any Person to provide Purchaser with access to or copies of any information that relates to any businesses or operations of Parent or its Affiliates other than the Business or the Purchased Companies; and (iv) nothing contained herein will permit Purchaser to conduct any soil, sediment, groundwater, surface water, air, building material or other intrusive sampling. All requests for access will be made to such Representatives of Parent as Parent will designate, who will be solely responsible for coordinating all such requests and access thereunder. (b) Notwithstanding the foregoing, during the Pre-Closing Period, Purchaser and Purchaser’s Representatives will not contact or in any other manner communicate with the employees, customers and suppliers of the Purchased Companies in connection with the Transactions, except following prior consultation with and written approval from Parent or its Representatives who may (in Parent’s sole a...