Common use of Access to Information; Notification of Certain Matters Clause in Contracts

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable law, the Company and Fidelity shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party, (ii) furnish or make available to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of the other party in its investigation. Any investigation pursuant to this Section 8.4(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. All such information shall be governed by the terms of the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 8.4(a) shall affect or be deemed to modify any representation or warranty made by any party hereunder. (b) Each party hereto shall give notice to each other party hereto, as promptly as practicable after the event giving rise to the requirement of such notice, of: (i) any communication received by such party from, or given by such party to, any Governmental Entity in connection with any of the transactions contemplated hereby; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed, or that relate to the consummation of the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time Sellers and subject to applicable lawSomar shall cause their officers, the Company and Fidelity shall (i) give to the other partydirectors, its counsel, financial advisorsemployees, auditors and other authorized representatives reasonable access agents to afford the officesofficers, propertiesmanagers, books and records of such partydirectors, (ii) furnish or make available to the other party, its counsel, financial advisorsemployees, auditors and other authorized representatives agents (collectively, “Representatives”) of Purchaser reasonable access during normal business hours (and upon 48-hours prior written notice) to the officers, directors, employees, agents, properties, offices and other facilities of each of the Companies and each of the Companies' books and records, and shall furnish Purchaser with such financial existing financial, operating and operating other data and information with respect to the Business, as Purchaser, through its officers, employees, auditors or other information as such Persons agents, may reasonably request and request. Notwithstanding anything to the contrary set forth in this Agreement, neither the Sellers nor any of its Affiliates (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with including the reasonable requests of the other party in its investigation. Any investigation pursuant to this Section 8.4(aCompanies) shall be conducted in such manner as not required to interfere unreasonably with disclose to Purchaser or any agent or Representative thereof any information, if doing so, would be expected to reasonably violate any Applicable Law. Without limiting the conduct foregoing, Sellers and Somar shall cause their respective Representatives to give to Purchaser and its Representatives any and all access reasonably necessary for Purchaser to complete its due diligence relating to the joint venture created under the Memorandum of the business of the other party. All such information shall be governed by the terms of the Confidentiality Agreement. No information Understanding and any related agreements or knowledge obtained in any investigation pursuant to this Section 8.4(a) shall affect or be deemed to modify any representation or warranty made by any party hereunderarrangements. (b) Each Until the Closing, each party hereto shall give notice to each promptly notify the other party heretoin writing of any state of fact, as promptly as practicable after the change, condition, event, development or occurrence or nonoccurrence of any event giving rise of which it is aware that will or is reasonably likely to the requirement of such notice, of: (i) any communication received by such party from, or given by such party to, any Governmental Entity result in connection with any of the transactions contemplated hereby; (ii) conditions set forth in the Fifth Clause of this Agreement becoming incapable of being satisfied; provided that, such notice shall not be deemed to cure any notice breach of any representation, warranty, covenant or other communication from agreement of any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving party hereunder or otherwise affecting such party limit or affect any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed, or that relate to the consummation of the transactions contemplated by this Agreement; provided, however, that the delivery remedy of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the non-breaching party receiving such noticehereunder.