Common use of Covenants Regarding Information Clause in Contracts

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall, and shall cause the Company to, (i) afford the Buyer and its Representatives reasonable access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and (ii) furnish the Buyer and its Representatives with such financial, operating and other data and information as the Buyer or its Representatives may reasonably request; provided, further, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to (i) provide access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information, which in the Company’s good faith determination is sensitive or the disclosure of which could subject the Company or any of its Affiliates to risk of Liability or (ii) disclose any information to the Buyer or its Representatives if the Company determines, in its reasonable discretion, that (A) such disclosure would jeopardize any attorney-client or other legal privilege, (B) such disclosure would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof, (C) such information is pertinent to any litigation in which the Company or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties or (D) such information is not related to the Company and is in any consolidated, combined or unitary Tax Return filed by the Seller, the Company or any of their Affiliates or any of their respective predecessor entities, nor shall the Buyer be entitled to conduct any invasive sampling or testing of any soil, gas, air, surface water, groundwater, building materials or other environmental media, including the conduct of a Phase II environmental site assessment. If the Company determines in its reasonable discretion that specific information is competitively sensitive in nature, (Y) the Company shall make such information available only to a ‘clean team’ of Representatives of the Buyer (such Representatives to be agreed by the Buyer and the Seller), and (Z) the Seller and the Buyer shall cooperate to take necessary actions to avoid exposure under applicable antitrust Laws in connection with the disclosure of such information. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller or any of its Affiliates (as they relate to the Company), for a period of seven years after the Closing Date or, if shorter, the applicable period specified in the Company’s document retention policy, the Company shall (i) retain the books and records relating to the Company relating to periods prior to the Closing Date and (ii) afford the Representatives of the Seller and its Affiliates reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, further, that the Company shall notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 6.2(b). Notwithstanding the foregoing, after the Closing Date, neither the Buyer nor the Company will be obligated to provide the Seller with access to any books and records or personnel files pursuant to this Section 6.2(b) where such access would violate any Law.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall, and shall cause the Company to, (i) CCR Entities to afford the Buyer and its Representatives reasonable access to the Representatives, properties, offices, plants and other facilities, books and records of the Company CCR Entities for any reasonable purpose related to this Agreement and (ii) furnish the Buyer and its Representatives with such financialtransactions contemplated hereby, operating and other data and information as the Buyer or its Representatives may reasonably request; provided, furtherhowever, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as to not unreasonably to interfere with the normal operations of the CompanyCCR Entities, and shall be subject to any limitations resulting from any Public Health Measures; provided, further, that with respect to any properties, plants or other facilities of the CCR Entities, any such access shall not include access for the purpose of conducting any real property assessments, environmental analysis (other than a Phase I assessment) or other intrusive testing of any such properties, plants or other facilities. Notwithstanding anything to the contrary in this Agreement, neither of the Company CCR Entities shall not be required to (i) provide access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information, which in the Company’s good faith determination is sensitive or the disclosure of which could subject the Company or any of its Affiliates to risk of Liability or (ii) disclose any information to the Buyer or its Representatives if the Company determines, in its reasonable discretion, reasonably determines that (Ai) such disclosure access would jeopardize any attorney-client or other legal privilege, (Bii) such disclosure access would contravene any applicable LawsLaws (including any Public Health Measures), fiduciary duty or binding agreement entered into prior to the date hereof; provided, that the parties will cooperate to implement appropriate and mutually agreeable measures to permit the disclosure of such information, including by entry into a customary non-disclosure agreements with respect to any information or access so provided, (Ciii) such the information to be accessed is pertinent to any litigation in which the Company or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties parties, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature or (Dv) such the information is not related to the Company and is in be accessed relates to any consolidated, combined or unitary Tax Return filed by the Seller, the Company or any of their Affiliates or any of their respective predecessor entities, nor shall the Buyer be entitled to conduct any invasive sampling or testing of any soil, gas, air, surface water, groundwater, building materials or other environmental media, including the conduct of a Phase II environmental site assessment. If the Company determines in its reasonable discretion that specific information is competitively sensitive in nature, (Y) the Company shall make such information available only to a ‘clean team’ of Representatives of the Buyer (such Representatives to be agreed by the Buyer and the Seller), and (Z) the Seller and the Buyer shall cooperate to take necessary actions to avoid exposure under applicable antitrust Laws in connection with the disclosure of such information. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller or any of its Affiliates (as they relate it relates to the Companybusiness of the CCR Entities), for a period of seven five years after the Closing Date orClosing, if shorter, the applicable period specified in the Company’s document retention policy, the Company Buyer shall (i) retain the books and records relating to the Company business of the CCR Entities relating to periods prior to the Closing Date and (ii) afford the Representatives of the Seller and its Affiliates reasonable access (including the right to make, at the Seller’s expense, photocopies), subject to any limitations resulting from any Public Health Measures, during normal business hours, to such books and records; provided, furtherhowever, that the Company Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh fifth anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 6.2(b5.2(b). Notwithstanding the foregoing, after the Closing Date, neither the Buyer nor the Company will be obligated to provide the Seller with access to any books and records or personnel files pursuant to this Section 6.2(b) where such access would violate any Law.

Covenants Regarding Information. (a) From During the date hereof until the Closing DateInterim Period, upon reasonable notice, the Seller shall, Company and its Subsidiaries shall cause the Company to, (i) afford the Buyer Acquiror and its Representatives reasonable access (including the right to make, at the Acquiror’s expense, photocopies) to the Representatives, properties, offices, plants and other facilities, assets, personnel and other Representatives, Contracts, operating and financial reports and data (including internal and audited financial statements), Tax Returns, Tax elections and other records relating to Taxes, work papers, books and records of the Company and its Subsidiaries for any reasonable purpose related to this Agreement and the transactions contemplated hereby (ii) furnish the Buyer and its Representatives with such financial, operating and other data and information as the Buyer including for purposes of discussing or its Representatives may reasonably requestnegotiating new employment or compensation arrangements that would apply post-Closing); provided, furtherhowever, that any such access or furnishing of information shall be conducted at the BuyerAcquiror’s expense, sole expense and during normal business hours, under the supervision of the Company’s personnel and in such a manner as to not unreasonably to interfere with the normal operations of the Company and its Subsidiaries; provided further, that with respect to any properties, plants or other facilities of the Company and its Subsidiaries, any such access shall not include access for the purpose of conducting invasive or intrusive sampling or testing of environmental media at any such properties, plants or other facilities without the prior written consent of the Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to (i) provide and its Subsidiaries may restrict or prohibit access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information, which in the Company’s good faith determination is sensitive or the disclosure of which could subject the Company or any of its Affiliates to risk of Liability or (ii) disclose any information to by the Buyer Acquiror or its Representatives if to the Company determines, in its reasonable discretion, that extent (A1) such disclosure access would jeopardize result in the waiver of any attorney-client or other legal privilegeprivilege applicable to such information, or (B2) such disclosure access would contravene any applicable Laws, fiduciary duty Laws or binding agreement the confidentiality and non-disclosure provisions of any Contract to which the Company or its Subsidiary is a party entered into prior to the date hereof; provided, (C) such information is pertinent to any litigation in which the Company or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties or (D) such information is not related to the Company and is in any consolidated, combined or unitary Tax Return filed by the Seller, the Company or any of their Affiliates or any of their respective predecessor entities, nor shall the Buyer be entitled to conduct any invasive sampling or testing of any soil, gas, air, surface water, groundwater, building materials or other environmental media, including the conduct of a Phase II environmental site assessment. If the Company determines in its reasonable discretion that specific information is competitively sensitive in nature, (Y) the Company shall make use reasonable best efforts to provide such information available only to in a ‘clean team’ of Representatives of the Buyer (manner that does not waive any such Representatives to be agreed by the Buyer and the Seller), and (Z) the Seller and the Buyer shall cooperate to take necessary actions to avoid exposure under attorney-client or other legal privilege or violate any such applicable antitrust Laws in connection with the disclosure of such informationLaw or Contract. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller or any of its Affiliates Unitholders (in their capacity as they Unitholders and solely to the extent such claims relate to their ownership of Equity Interests in the Company), for a period of seven (7) years after the Closing Date or, if shorter, the applicable period specified in the Company’s document retention policy, the Company shall (i) the Company or the Surviving Company, as the case may be, shall retain or cause to be retained the books and records relating to of the Company and its Subsidiaries relating to periods prior to the Closing Date and (ii) afford the Representatives of the Seller and its Affiliates reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hoursand, to the extent the Acquiror or the Surviving Company seeks to destroy any of such books and records; providedrecords prior to the seventh (7th) anniversary of the Closing Date, further, that the Acquiror or the Surviving Company shall notify the Seller Unitholders in writing at least 30 thirty (30) days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller Unitholders the opportunity to copy such books and records (subject to the proviso in clause (ii) below) in accordance with this Section 6.2(b5.2(b) prior to destruction; and (ii) the Acquiror and the Surviving Company shall afford the Representatives of the Unitholders, at their sole expense, reasonable access (including the right to make copies). Notwithstanding the foregoing, after the Closing Dateduring normal business hours and upon reasonable prior written notice, neither the Buyer nor the Company will be obligated to provide the Seller with access to any such books and records to the extent related to such Unitholders prior ownership over Equity Interest in the Company or personnel files pursuant as necessary to this Section 6.2(bfacilitate the resolution of any such claims made against or incurred by the applicable Unitholder; provided, that Company and its Subsidiaries will be entitled to withhold portions of any such books and records to the extent (A) where such access would result in the waiver of any attorney-client or other legal privilege applicable to such information, or (B) such access would contravene any applicable Laws or the confidentiality and non-disclosure provisions of any Contract to which the Company or its Subsidiary is party; provided, that the Acquiror and the Surviving Company shall use reasonable best efforts to provide such information in a manner that does not waive any such attorney-client or other legal privilege or violate any Lawsuch applicable Law or Contract.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall, and shall cause the Company to, (i) afford the Buyer and its Representatives officers, employees, agents, accountants, advisors, bankers and other representatives and advisors (such Persons, whether used in reference to any party herein, “Representatives”) reasonable access to the Representatives, properties, offices, plants and other facilities, books and records of the Company Seller to the extent relating to the Business, and (ii) shall furnish the Buyer and its Representatives with such financial, operating and other data and information to the extent relating to the Business as the Buyer or its Representatives may reasonably request; provided, furtherhowever, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the CompanySeller’s personnel and in such a manner as to not unreasonably to interfere with the normal operations of the CompanySeller and the Business. Notwithstanding anything to the contrary in this Agreement, the Company Seller shall not be required to (i) provide access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information, which in the Company’s good faith determination is sensitive or the disclosure of which could subject the Company or any of its Affiliates to risk of Liability or (ii) disclose any information to the Buyer or its Representatives if the Company determinessuch disclosure would, in its reasonable discretionthe Seller’s counsel’s opinion, that (Ai) such disclosure would jeopardize any attorney-client or other legal privilege, (Bii) such disclosure would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof, (C) such information is pertinent to any litigation in which the Company or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties hereof or (Diii) such information is not related relate to the Company and is in any consolidated, combined or unitary Tax Return filed by the Seller, the Company Seller or any of their Affiliates Affiliate thereof or any of their respective predecessor entities. (b) Notwithstanding the foregoing, nor shall the Buyer and its counsel, environmental consultants, investment bankers, financial sources, lenders and other Representatives will not, without the Seller’s consent (which shall not be unreasonably withheld, conditioned or denied) prior to the Closing, be entitled to conduct any invasive sampling or testing of any soilenvironmental assessments, gasstudies, airinvestigations, surface watermonitoring, groundwater, building materials or other environmental mediainquiries pertaining to Environmental Laws or Hazardous Substances and relating to the Owned Real Property or the Leased Real Property, including the conduct of a any Phase I environmental site assessment, Phase II environmental site assessment, or other invasive sampling of soil, groundwater, air, any other environmental media, or building materials or equipment. (c) During the period commencing on the Closing Date and ending on the date that is the seventh (7th) anniversary of the Closing Date, the Buyer will give Seller and Seller Parent reasonable access during Buyer’s regular business hours, upon reasonable advance notice, to books and records transferred to the Buyer solely to the extent necessary for the preparation of financial statements, regulatory filings or Tax Returns of the Seller or its Subsidiaries in respect of periods ending on or prior to the Closing, or in connection with any Actions of the Seller. If The Seller will be entitled, at its sole cost and expense, to make copies of the Company determines books and records to which it is entitled to access pursuant to this Section 5.2(c). Notwithstanding anything to the contrary in this Agreement, the Buyer shall not be required to disclose any information to the Seller or its reasonable discretion that specific information is competitively sensitive Representatives if such disclosure would, in naturethe Buyer’s counsel’s opinion, (Yi) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Company shall make such information available only date hereof or (iii) relate to a ‘clean team’ of Representatives of the Buyer (such Representatives to be agreed any consolidated, combined or unitary Tax Return filed by the Buyer and the Seller), and (Z) the Seller and the Buyer shall cooperate to take necessary actions to avoid exposure under applicable antitrust Laws in connection with the disclosure or any Affiliate thereof or any of such informationtheir respective predecessor entities. (bd) In order to facilitate the resolution of any claims made against or incurred by the Seller or any of its Affiliates (as they relate to the Company)Buyer, for a period of seven years after the Closing Date or, if shorter, the applicable statute of limitations or period specified in the CompanySeller’s document retention policy, the Company Seller shall (i) retain the books and records relating to the Company Business relating to periods prior to the Closing Date which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable advance notice, afford the Representatives of the Seller and its Affiliates Buyer reasonable access (including the right to make, at the SellerBuyer’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Seller shall first be entitled to redact or otherwise remove any information that is not exclusively related to the Business; provided, further, that the Company Seller shall notify the Seller Buyer in writing at least 30 thirty (30) days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller Buyer the opportunity to copy such books and records (which may be redacted in accordance with the immediately preceding proviso) in accordance with this Section 6.2(b5.2(d). Notwithstanding . (e) During the foregoing, after period commencing on the Closing Date and ending on the date that is the seventh anniversary of the Closing Date, (i) the Buyer agrees to make personnel of the Buyer and its Subsidiaries that are employed by the Business reasonably promptly available during normal business hours and upon prior written notice to Seller Parent and its Subsidiaries, and (ii) Seller Parent agrees to make personnel of Seller Parent reasonably promptly available during normal business hours and upon prior written notice to the Buyer and its Subsidiaries, in each case to the extent such access is (x) necessary in connection with compliance with the terms and conditions of this Agreement, any Ancillary Agreement or any applicable Law or, (y) reasonably requested in connection with conferences, discovery, deposition, proceedings, hearings, arbitration, trials or appeals arising out of or related to any of the foregoing or the transactions contemplated by this Agreement and the Ancillary Agreements; provided that, notwithstanding the foregoing, neither the Buyer nor its Subsidiaries shall be required to make personnel available (A) in connection with any dispute among the Company will be obligated to provide parties hereto or (B) if it jeopardizes any attorney-client or other legal privilege. The Seller shall reimburse the Buyer for any reasonable and documented out-of-pocket costs and expenses it incurs in connection with Section 5.2(e)(i) and the Buyer shall reimburse the Seller for any reasonable and documented out-of-pocket costs and expenses it incurs in connection with access to any books and records or personnel files pursuant to this Section 6.2(b) where such access would violate any Law5.2(e)(ii).

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall, Company and its Subsidiaries shall cause the Company to, (i) afford the Buyer and its Representatives reasonable access to the Representatives, properties, offices, plants and other facilities, books books, and records of the Company and (ii) each of its Subsidiaries, and the Company and its Subsidiaries shall furnish the Buyer and its Representatives with such financial, operating operating, and other data and information as the Buyer or its Representatives may reasonably request; provided, furtherhowever, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as to not unreasonably to interfere with the normal operations of the CompanyCompany and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries shall not be required to (i) provide access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information, which in the Company’s good faith determination is sensitive or the disclosure of which could subject the Company or any of its Affiliates to risk of Liability or (ii) disclose any information to the Buyer or its Representatives if the Company determinessuch disclosure would, in its reasonable the Company’s sole discretion, that (Ai) such disclosure would jeopardize any attorney-client or other legal privilege, (Bii) such disclosure would contravene any applicable Laws, fiduciary duty duty, or binding agreement entered into prior to the date hereof, (C) such information is pertinent to any litigation hereof or in which the Company or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties compliance with Section 6.1 or (Diii) such information is not related relate to the Company and is in any consolidated, combined combined, or unitary Tax Return filed by the Seller, the Company Company, or any of their Affiliates or any of their respective predecessor entities, nor shall the Buyer be entitled to conduct any invasive sampling or testing of any soil, gas, air, surface water, groundwater, building materials or other environmental media, including the conduct of a Phase II environmental site assessment. If the Company determines in its reasonable discretion that specific information is competitively sensitive in nature, (Y) the Company shall make such information available only to a ‘clean team’ of Representatives of the Buyer (such Representatives to be agreed by the Buyer and the Seller), and (Z) the Seller and the Buyer shall cooperate to take necessary actions to avoid exposure under applicable antitrust Laws in connection with the disclosure of such information. (b) In order addition to facilitate and not in limitation of the resolution of any claims made against or incurred by the Seller or any of its Affiliates (as they relate foregoing, each party shall cooperate with and make available to the Company), for a period of seven years after the Closing Date or, if shorter, the applicable period specified in the Company’s document retention policy, the Company shall (i) retain the books and records relating to the Company relating to periods prior to the Closing Date and (ii) afford the Representatives of the Seller other party and its Affiliates reasonable access (including the right to make, at the Seller’s expense, photocopies)Representatives, during normal business hourshours and upon reasonable notice, (i) all books, records and other documents related to the Company and its Subsidiaries, (ii) information related to the Company and its Subsidiaries and (iii) employees (without substantial disruption of employment), in each case retained and remaining in existence after the Closing which are necessary or useful in connection with any Return, Tax inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such books and records; provided, further, that the Company shall notify the Seller in writing at least 30 days in advance of destroying information or employees for any reasonable business purpose. The party requesting any such books and records prior to the seventh anniversary records, information or employees shall bear all of the Closing Date out-of-pocket costs and expenses (including without limitation legal fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in order to provide the Seller the opportunity to copy connection with providing such books and records in accordance with this Section 6.2(b). Notwithstanding the foregoingrecords, after the Closing Date, neither the Buyer nor the Company will be obligated to provide the Seller with access to any books and records information or personnel files pursuant to this Section 6.2(b) where such access would violate any Lawemployees.