Common use of Access Prior to Closing Clause in Contracts

Access Prior to Closing. Until the Closing, subject to the applicable bona fide policies and practices of the Company, any contractual restrictions existing as of the date hereof to the extent disclosed to the Purchaser in writing prior to the date hereof, and any applicable Law, the Seller shall, upon reasonable advance notice from the Purchaser, use reasonable best efforts to cause the Company to afford the Purchaser and its Representatives reasonable access during normal business hours to the Company’s properties, facilities, assets, Contracts, books and records and other documents and data, and senior management and accountants of the Company as the Purchaser may reasonably request, in each case, to the extent not interfering with or unduly disrupting the normal business operations of the Company and for the purpose of ensuring an orderly and efficient transition of the Company to the Purchaser in preparation of the Closing; provided, however, that the Seller shall not be required to cause to be provided access to any information that, based on advice of counsel, would violate applicable Law or fiduciary standards, or would compromise any attorney-client privilege or violate any obligation of the Company owing to a third party with respect to confidentiality (to the extent such obligation is disclosed to the Purchaser in writing prior to the date hereof). Until the Closing, the Seller will use reasonable best efforts to cooperate with the Purchaser in its efforts to interview the Material Customers and Material Suppliers of the Company as requested by the Purchaser in writing, including arranging meetings between the Purchaser and such Material Customers and Material Suppliers; provided, that the Purchaser and the Seller shall use their respective commercially reasonable efforts to agree upon the timing of and a process by which such meetings will take place; and provided, further, that the Purchaser will not contact, meet nor attempt to contact or meet, any Material Customer or Material Supplier of the Company without advance notice to, and express consent by, the Seller, other than in the ordinary course of business or with respect to matters unrelated to the Proposed Transactions.

Access Prior to Closing. Until From the date of this Agreement to the Closing, subject following receipt of written consent from Parent, which shall not be unreasonably withheld, representatives of J&J and its debt and equity financing sources may have access to (i) Seller’s, the Company’s and Parent’s executive management and back office personnel supervising the Business or providing finance, accounting, legal, human resources, real estate, information technology, security, compliance and like services for the Business, the Key Employees and such other personnel of Seller, the Company and Parent as J&J and Parent shall mutually agree upon as being reasonably necessary for J&J to complete its due diligence (Parent’s agreement to the same not to be unreasonably withheld), (ii) the Key Employees and certain other employees and independent contractors of the Business in order to conduct interviews and otherwise facilitate the engagement of Key Employees and other applicable bona fide policies employees and practices independent contractors of the Business, and (iii) all premises (provided that J&J shall not unreasonably interfere with Parent’s, Seller’s, or the Company’s operations on any such premises and J&J shall, at all times, adhere to all applicable rules and regulations of such premises whether given orally or in writing and shall not conduct any invasive environmental testing without first obtaining permission from Parent), properties, books, records, data centers, cloud hosting environments, contracts, and documents of Parent, Seller or the Company, solely in the case of Parent and Seller, as primarily used or primarily held for use in the Business (but excluding any contractual restrictions existing as Tax returns, Tax work papers and other books and records relating to Taxes of the date hereof Seller or Parent). All requests for access to the extent disclosed to the Purchaser in writing prior to the date hereofoffices, and any applicable Law, the Seller shall, upon reasonable advance notice from the Purchaser, use reasonable best efforts to cause the Company to afford the Purchaser and its Representatives reasonable access during normal business hours to the Company’s properties, facilities, assets, Contracts, books and records and other documents and dataof pursuant to this Section 5.3 shall be made in writing to Parent. None of J&J, and senior management and accountants its affiliates or their respective representatives shall, prior to the Closing Date, contact any of the customers, suppliers, distributors, contractors, lenders, agents or parties (or representatives of any of the foregoing) that have business relationships with Parent, Seller or the Company as related to the Purchaser may reasonably requestBusiness, in each caseconnection with the transactions contemplated hereby, to whether in person or by telephone, mail or other means of communication, without the extent not interfering with or unduly disrupting the normal business operations prior written consent of the Company and for the purpose of ensuring an orderly and efficient transition of the Company to the Purchaser in preparation of the ClosingParent; provided, however, that J&J, its affiliates and their representatives may contact any such Persons with whom they have a pre-existing business relationship if such contact does not involve the Seller shall not be required to cause to be provided access to any information thatBusiness, based on advice of counsel, would violate applicable Law or fiduciary standards, or would compromise any attorney-client privilege or violate any obligation of the Company owing to a third party with respect to confidentiality (to or the extent such obligation is disclosed to the Purchaser in writing prior to the date hereof). Until the Closing, the Seller will use reasonable best efforts to cooperate with the Purchaser in its efforts to interview the Material Customers and Material Suppliers of the Company as requested by the Purchaser in writing, including arranging meetings between the Purchaser and such Material Customers and Material Suppliers; provided, that the Purchaser and the Seller shall use their respective commercially reasonable efforts to agree upon the timing of and a process by which such meetings will take place; and provided, further, that the Purchaser will not contact, meet nor attempt to contact or meet, any Material Customer or Material Supplier of the Company without advance notice to, and express consent by, the Seller, other than in the ordinary course of business or with respect to matters unrelated to the Proposed Transactionstransactions contemplated hereby.

Access Prior to Closing. Until the Closing, subject to the applicable bona fide policies and practices of the Company, any contractual restrictions existing as of Between the date hereof to and the extent disclosed to the Purchaser in writing prior to the date hereof, and any applicable LawClosing Date, the Seller Company shall, upon reasonable advance notice from the Purchaserrequest of Parent, use reasonable best efforts provide to cause the Company to afford the Purchaser Parent and its Representatives reasonable access authorized representatives during normal business hours reasonable access to the Company’s propertiesall books, facilities, assets, Contracts, books and records and other documents and data, and senior management and accountants of the Company as the Purchaser may reasonably request, in each case, to the extent not interfering with or unduly disrupting the normal business operations properties of the Company and for its Subsidiaries, and shall cause the purpose of ensuring an orderly Company and efficient transition its Subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request. All of such information shall be treated as “Evaluation Materials” pursuant to the Purchaser in preparation of terms of, and as such term is defined in, the Closing; provided, however, that the Seller shall not be required to cause to be provided access to any information that, based on advice of counsel, would violate applicable Law Confidentiality Agreement. At or fiduciary standards, or would compromise any attorney-client privilege or violate any obligation of the Company owing to a third party with respect to confidentiality (to the extent such obligation is disclosed to the Purchaser in writing prior to the date hereof). Until as soon as reasonably practicable following the Closing, the Seller Company will use reasonable best efforts deliver a copy of all documents in the Data Room to cooperate with Parent on compact disc, DVD or USB flash drive. Notwithstanding anything herein to the Purchaser in its efforts to interview the Material Customers and Material Suppliers of the Company as requested by the Purchaser in writingcontrary, including arranging meetings (i) no such access between the Purchaser and such Material Customers and Material Suppliers; provided, that the Purchaser date hereof and the Seller Closing Date shall use their respective commercially reasonable efforts be permitted to agree upon the timing extent that it would require any Acquired Company to disclose information subject to attorney-client or similar privilege (if such disclosure would waive such privilege) or of and a process by which such meetings will take place; and providedaccess is restricted by contract or applicable Law, further, that the Purchaser will not contact, meet nor attempt to (ii) except for contact or meet, any Material Customer or Material Supplier of the Company without advance notice to, and express consent by, the Seller, other than made in the ordinary course of business or consistent with respect to matters past practices and unrelated to any of the Proposed TransactionsTransaction Agreements or any transactions contemplated thereby, neither Parent nor its representatives shall contact any suppliers to, or customers of, the Company regarding the Company prior to the Closing without first obtaining the written consent of the Company, (iii) no such access shall be permitted for any environmental testing, sampling or other invasive environmental investigations and (iv) no such access shall be permitted to the extent that it would require any Acquired Company to disclose information that is classified or for which disclosure is prohibited by the terms of any contract or Law. The Company may, as it deems advisable and necessary, designate any sensitive materials provided to Parent and its authorized representatives under this Section 6.4(a) as “outside counsel only” to the extent competitively sensitive with Parent. Such materials and the information contained therein shall be given only to outside counsel of Parent and its representatives and will not be disclosed by such outside counsel to employees, officers, or directors of Parent without the advance written consent of the Company.

Access Prior to Closing. Until From the date of this Agreement to the Closing, subject following receipt of written consent from Parent, which shall not be unreasonably withheld, representatives of J&J and its debt and equity financing sources may have access to (i) Seller’s, the Group Companies’ and Parent’s executive management and back office personnel supervising the Business or providing finance, accounting, legal, human resources, real estate, information technology, security, compliance and like services for the Business, the Key Employees and such other personnel of Seller, the Group Companies and Parent as J&J and Parent shall mutually agree upon as being reasonably necessary for J&J to complete its due diligence (Parent’s agreement to the applicable bona fide policies same not to be unreasonably withheld), (ii) the Key Employees and practices certain other employees and independent contractors of the Company, any contractual restrictions existing as Business in order to conduct interviews and otherwise facilitate the engagement of Key Employees and other applicable employees and independent contractors of the date hereof Business, and (iii) all premises (provided that J&J shall not unreasonably interfere with Parent’s, Seller’s, or any Group Company’s operations on any such premises and J&J shall, at all times, adhere to all applicable rules and regulations of such premises whether given orally or in writing and shall not conduct any invasive environmental testing without first obtaining permission from Parent), properties, books, records, data centers, cloud hosting environments, contracts, and documents of Parent, Seller or the Group Companies, solely in the case of Parent and Seller, as primarily used or primarily held for use in the Business (but excluding any Tax returns, Tax work papers and other books and records relating to Taxes of Seller or Parent). All requests for access to the extent disclosed to the Purchaser in writing prior to the date hereofoffices, and any applicable Law, the Seller shall, upon reasonable advance notice from the Purchaser, use reasonable best efforts to cause the Company to afford the Purchaser and its Representatives reasonable access during normal business hours to the Company’s properties, facilities, assets, Contracts, books and records and other documents and dataof pursuant to this Section 5.3 shall be made in writing to Parent. None of J&J, and senior management and accountants its affiliates or their respective representatives shall, prior to the Closing Date, contact any of the customers, suppliers, distributors, contractors, lenders, agents or parties (or representatives of any of the foregoing) that have business relationships with Parent, Seller or any Group Company as related to the Purchaser may reasonably requestBusiness, in each caseconnection with the transactions contemplated hereby, to whether in person or by telephone, mail or other means of communication, without the extent not interfering with or unduly disrupting the normal business operations prior written consent of the Company and for the purpose of ensuring an orderly and efficient transition of the Company to the Purchaser in preparation of the ClosingParent; provided, however, that J&J, its affiliates and their representatives may contact any such Persons with whom they have a pre-existing business relationship if such contact does not involve the Seller shall not be required to cause to be provided access to any information that, based on advice of counsel, would violate applicable Law or fiduciary standards, or would compromise any attorney-client privilege or violate any obligation of the Company owing to a third party with respect to confidentiality (to the extent such obligation is disclosed to the Purchaser in writing prior to the date hereof). Until the Closing, the Seller will use reasonable best efforts to cooperate with the Purchaser in its efforts to interview the Material Customers and Material Suppliers of the Company as requested by the Purchaser in writing, including arranging meetings between the Purchaser and such Material Customers and Material Suppliers; provided, that the Purchaser and the Seller shall use their respective commercially reasonable efforts to agree upon the timing of and a process by which such meetings will take place; and provided, further, that the Purchaser will not contact, meet nor attempt to contact or meetBusiness, any Material Customer Group Company or Material Supplier of the Company without advance notice to, and express consent by, the Seller, other than in the ordinary course of business or with respect to matters unrelated to the Proposed Transactionstransactions contemplated hereby.