Common use of Access to Records and Properties Clause in Contracts

Access to Records and Properties. Buyer shall be entitled, at its expense, and Sellers shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), businesses, assets, properties or operations of Sellers as Buyer shall reasonably deem appropriate. Sellers shall (i) provide Buyer and its Related Persons full and complete access at any reasonable time to all the facilities, offices and personnel of Sellers and to all of the books and records of Sellers, including, without limitation, to perform field examinations and inspections of Sellers' inventories and other properties; (ii) cause Sellers' respective Related Persons to furnish Buyer with such financial and operating data and other information with respect to the condition (financial or otherwise), businesses, assets, properties or operations as Buyer shall reasonably request; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required by the Title Company to issue the title insurance contemplated by Section 7.2(h); and (iv) permit Buyer to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that Buyer shall use commercially reasonable efforts to prevent any such investigation from unreasonably interfering with the operation of the businesses of Sellers. In addition, at Buyer's expense, Sellers shall (i) consistent with its anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to its customers and suppliers and the opportunity to make cooperative and investigative sales calls on its customers; (ii) provide Buyer and its Related Persons office space at its facilities and access to such office space at all times; and (iii) permit Buyer and its Related Persons to talk to the employees of any Seller as Buyer deems appropriate for the purpose of determining the suitability of such employees for employment by Buyer after the Closing Date; provided, however, that Buyer shall use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' respective businesses and such employee's duties with Sellers.

Access to Records and Properties. Buyer shall be entitled, at its expense, and Sellers shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), businessesbusiness, assets, properties or operations of Sellers and the Joint Ventures as Buyer shall reasonably deem appropriate. Sellers shall (i) provide Buyer and its Related Persons full and complete access at any reasonable time to all the facilities, offices and personnel of Sellers and the Joint Ventures and to all of the books and records of Sellers, including, without limitation, to perform field examinations Sellers and inspections of Sellers' inventories and other propertiesthe Joint Ventures; (ii) cause Sellers' and the Joint Ventures' respective Related Persons to furnish Buyer with such financial and operating data and other information with respect to the condition (financial or otherwise), businessesbusiness, assets, properties or operations as Buyer shall reasonably request; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required by the Title Company to issue the title insurance contemplated by Section 7.2(h7.2(i); and (iv) permit Buyer to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that ISG and Buyer shall (A) use commercially reasonable efforts to prevent any such investigation from unreasonably interfering with the operation of the businesses of Sellersthe Sellers and the Joint Ventures and (B) solely in the case of the matters identified in clause (iv) above, (x) ISG and Buyer shall indemnify and save Sellers harmless from and against any and all loss, cost, expense or other liability that they shall suffer arising out of such matter and (y) prior to such entry on any Real Property, ISG or Buyer shall provide to Sellers certificates of insurance verifying that ISG or Buyer and their respective agents are insured under a policy of commercial general liability insurance which has a single limit coverage of not less than $1,000,000 for wrongful death or injury to any Person or Persons and not less than $200,000 for property damage, and which policy names Sellers as additional insured parties. In addition, at Buyer's expense, Sellers shall (iI) consistent with its their anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to its their customers and suppliers and the opportunity to make cooperative and investigative sales calls on its their customers; (iiII) provide Buyer and its Related Persons office space at its their facilities and access to such office space at all times; and (iiiIII) permit Buyer and its Related Persons to talk to the any employees of any Seller as Buyer deems appropriate for the purpose of determining the suitability of such employees for employment by Buyer after the Closing Date; provided, however, that ISG and Buyer shall use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' respective businesses business and such employee's duties with Sellers. Notwithstanding the foregoing, Sellers shall provide access to any and all assets and information of the Joint Ventures only to the extent that Sellers are permitted to do so by the Joint Ventures and only to the extent that Sellers have possession of any such information.