Common use of Access to Records and Properties Clause in Contracts

Access to Records and Properties. Sellers shall (i) provide Purchaser and its Related Persons reasonable access, upon reasonable notice and during normal business hours, to the Facilities, offices and personnel of Sellers and to the books and records of Sellers, related to the Business or the Acquired Assets as reasonably requested by Purchaser if reasonably necessary to comply with the terms of this Agreement or the Ancillary Agreements or any applicable Law; (ii) furnish Purchaser with such financial and operating data and other information with respect to the condition (financial or otherwise), businesses, assets, properties or operations of Sellers related to the Business as Purchaser shall reasonably request; and (iii) permit Purchaser to make such reasonable inspections and copies thereof as Purchaser may require; provided, however, that (A) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of Sellers or the duties of any Employee, (B) such access or information shall not, based on advice of counsel to the Sellers, result in the waiver of any attorney-client privilege and (C) neither Purchaser nor any of its Related Persons shall conduct or cause any invasive sampling or testing with respect to the Owned Real Property or the Leased Real Property without the prior written consent of Sellers (in their sole discretion).

Access to Records and Properties. Sellers Prior to the Closing, (a) Buyer shall be entitled, and each Seller shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), business, assets, properties or operations of the Companies and the Business as Buyer shall reasonably deem appropriate, and (b) each Seller shall (i) provide Purchaser Buyer and its Related Persons reasonable accessagents and representatives, upon reasonable notice including its independent accountants, internal auditors and during normal business hoursattorneys, full and complete access to all the Facilitiesfacilities, offices and management and supervisory personnel of Sellers the Companies, and to all of the books and records of Sellersthe Companies (including work papers of any accountants), related to the Business or the Acquired Assets as reasonably requested by Purchaser if reasonably necessary to comply with the terms of this Agreement or the Ancillary Agreements or any applicable Law; (ii) cause the Companies' officers, employees and advisors to furnish Purchaser Buyer with such financial and operating data (including the data described in Section 7.2(b)) and other information with respect to the condition (financial or otherwise), businessesbusiness, assets, properties or operations of Sellers related to the Companies and the Business as Purchaser Buyer shall reasonably request; , and (iii) permit Purchaser Buyer to make such reasonable inspections and copies thereof as Purchaser Buyer may reasonably require; provided, howeverincluding without limitation, that (A) to conduct such environmental assessments and investigations of the Property and surrounding property as Buyer or its advisors and consultants may deem necessary or appropriate, and 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 access contamination. In addition, Buyer shall be conducted in a manner not to unreasonably interfere provided with the businesses or operations of Sellers or the duties of any Employee, (B) such full and complete access or information shall not, based on advice of counsel to the customers and suppliers of the Business and the opportunity to make, in conjunction with Sellers, result in the waiver cooperative calls on purchasers of any attorney-client privilege and (C) neither Purchaser nor any of its Related Persons shall conduct or cause any invasive sampling or testing with respect to the Owned Real Property or the Leased Real Property without the prior written consent of Sellers (in their sole discretion)Products.