Common use of Investigation of Business Clause in Contracts

Investigation of Business. During the Interim Period, and subject to applicable Laws, the terms of any confidentiality restrictions under Contracts to which a member of the Seller Group is a party as of the date hereof and Section 6.4, Purchaser shall be entitled, including through its Representatives, to have such reasonable access to the properties, businesses, operations, personnel and books and records of, or pertaining to, the Transferred Assets and the Business as it reasonably requests in connection with Purchaser’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be at Purchaser’s expense and shall be conducted on reasonable advance written notice, during regular business hours and shall be subject to restrictions under applicable Law. Seller shall use its commercially reasonable efforts to cause the Representatives of Seller to reasonably cooperate with Purchaser and its Representatives in connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller and its respective Representatives and shall minimize any unreasonable disruption to the Business and the Retained Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of Seller or (ii) require Seller to disclose information subject to attorney-client privilege or conflict with any confidentiality or privacy obligations to which 249717839 v15 Seller is bound solely on the basis that the disclosure of such information would, in the reasonable and good faith judgment of counsel to Seller, violate such attorney-client privilege or conflict with such confidentiality obligations or Laws; provided, however, that Seller shall promptly notify Purchaser thereof and use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without adversely affecting such attorney-client privilege or confidentiality obligations. All requests for information made pursuant to this Section 6.2 shall be directed to an executive officer of Seller or such other person as designated by Seller.

Investigation of Business. During the Interim PeriodAccess to Properties and --------------------------------------------------- Records. (a) Subject to currently existing contractual and legal restrictions ------- applicable to Seller, and subject to applicable Laws, the terms of any confidentiality restrictions under Contracts to which a member of the Seller Group is a party as of the date Section 6.10 hereof and Section 6.4applicable Law, Purchaser Seller shall be entitled, including through and shall cause its Representatives, Affiliates to have such afford to representatives of Buyer reasonable access to the their respective offices, properties, businesses, operations, personnel and books and records ofrecords, of and relating to the Sites, during normal business hours, as Buyer may reasonably request in its review of the Sites, such access not to damage, or pertaining tounreasonably interfere with or disrupt, the Transferred Assets and the Business as it reasonably requests in connection with Purchaser’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be at Purchaser’s expense and shall be conducted on reasonable advance written notice, during regular business hours and shall be subject to restrictions under applicable Law. Seller shall use its commercially reasonable efforts to cause the Representatives of Seller to reasonably cooperate with Purchaser and its Representatives in connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller and its respective Representatives and shall minimize any unreasonable disruption to the Business and the Retained Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of Seller the Sites. Without limiting the generality of the foregoing, Buyer may commission third parties, at Buyer's sole cost and expense, to perform reasonable investigation required to confirm the accuracy of the representation (without qualification by knowledge) set forth in clause (f) of Section 4.4. In no event shall Buyer take or (ii) require Seller to disclose information subject to attorney-client privilege permit any action in its investigation of any Site which impairs or conflict otherwise interferes with the use and operation of any confidentiality active Equipment on or privacy obligations to which 249717839 v15 Seller is bound solely on the basis that the disclosure of such information would, in the reasonable and good faith judgment of counsel to Seller, violate such attorney-client privilege or conflict with such confidentiality obligations or Laws; provided, however, that Seller shall promptly notify Purchaser thereof and use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without adversely affecting such attorney-client privilege or confidentiality obligationscommunications operations being conducted at a Site. All requests for information made pursuant access to this Section 6.2 the offices, properties, books and records, of and relating to the Sites shall be directed made to an executive officer the Seller Representatives, who shall be solely responsible for coordinating all such requests and all access permitted hereunder and who shall have the right to accompany Buyer on any actual inspections. It is further understood and agreed that Buyer shall cooperate and consult with Seller in connection with its due diligence review of the Portfolio, and neither Buyer nor its representatives shall contact any employees, customers or suppliers of Seller, any owners/landlords of Leased/Licensed Sites or any other Person in connection with the transactions contemplated hereby or Buyer's investigation of the Sites, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the Seller Representatives. Buyer shall indemnify Seller for any disruptions, damages or such other person as designated by Sellerinjuries caused by, or incurred in connection with, Buyer's inspection of the Sites.

Investigation of Business. (a) During the Interim Period, and subject to applicable Laws, the terms of any confidentiality restrictions under Contracts to which a member of the Seller Group is a party as of the date hereof and Section 6.4Sections 6.2(b) and ‎6.4, Purchaser shall be entitled, including through its Representatives, to have such reasonable access to the properties, businesses, operations, personnel and books and records of, or pertaining to, the Transferred Assets and the Business as it reasonably requests in connection with Purchaser’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be at Purchaser’s expense and shall be conducted on reasonable advance written notice, during regular business hours and under reasonable circumstances, and in the case of access or examination that requires physical access to the properties of the Seller Group or the Transferred Employees (except for [***]), subject to the reasonable supervision of Seller, and shall be subject to restrictions under applicable Law. Purchaser shall not, and shall cause its Representatives not to meet with any Business employees or other personnel other than such employees or other personnel listed on Schedule 6.2(a) hereto without prior notice to Seller. Seller shall use its commercially reasonable efforts to cause the Representatives of Seller and its Subsidiaries to reasonably cooperate with Purchaser and its Representatives in connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller and its Subsidiaries and their respective Representatives and shall minimize any unreasonable disruption to the Business and the Retained Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of Seller or any of its Subsidiaries or (ii) require Seller or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality or privacy obligations to which 249717839 v15 Seller or any of its Subsidiaries is bound solely on the basis that the disclosure of such information would, in the reasonable and good faith judgment of counsel to Seller, violate such attorney-client privilege or conflict with such confidentiality obligations or Lawsobligations; provided, however, that Seller shall promptly notify Purchaser thereof and use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without adversely affecting such attorney-client privilege or confidentiality obligations. All requests for information made pursuant to this Section 6.2 6.2(a) shall be directed to an executive officer of Seller Seller, the employees and other personnel listed on Schedule 6.2(a) with respect to the subject matter listed on Schedule 6.2(a) or such other person as Person designated by Seller.

Investigation of Business. During After the Interim Perioddate hereof, ------------------------- Seller shall, and subject to applicable Laws, shall cause the terms of any confidentiality restrictions under Contracts to which a member of the Seller Group is a party as of the date hereof and Section 6.4, Purchaser shall be entitled, including through its Representatives, to have such reasonable access to the properties, businesses, operations, personnel and books and records of, or pertaining Sub- sidiaries to, the Transferred Assets and the Business as it reasonably requests in connection with Purchaser’s efforts afford to consummate representatives (including Buyer's financing sources for the transactions contemplated by this Agreement. Any ) of Buyer reasonable access to their respective offices, properties, books, records and the Trucks during normal business hours, in order that Buyer may have full opportunity to make such access and examination investigations as it desires of the affairs of the Business; provided, -------- however, that such investigation shall be at Purchaser’s expense upon reasonable notice and shall be conducted on reasonable advance written notice, during regular business hours and shall be subject to restrictions under applicable Law. Seller shall use its commercially reasonable efforts to cause the Representatives of Seller to reasonably cooperate with Purchaser and its Representatives in connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller and its respective Representatives and shall minimize any unreasonable disruption to the Business and the Retained Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) not ------- unreasonably disrupt the personnel and operations of Seller or (ii) require the Subsidiaries or the Business and such investigation shall not include access to any item relating to the business of the Seller to disclose information subject to attorney-client privilege or conflict with any confidentiality or privacy obligations to which 249717839 v15 Seller is bound solely on the basis that Subsidiaries other than the disclosure of such information would, in the reasonable and good faith judgment of counsel to Seller, violate such attorney-client privilege or conflict with such confidentiality obligations or Laws; provided, however, that Seller shall promptly notify Purchaser thereof and use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without adversely affecting such attorney-client privilege or confidentiality obligationsBusiness. All requests for information made pursuant access to this Section 6.2 the offices, plants, properties, books, records and Trucks relating to the Business shall be directed made to an executive officer such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any of the employees, customers, bankers, contractors, suppliers, joint venture partners, dealers, or Affiliates of Seller, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of such representatives of Seller as Seller may designate. If, as of the date hereof or at any time hereafter Buyer or Seller learns of or discovers any material breach of the other person as designated by Sellerparty of any representation or warranty contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, such party covenants that it will promptly so inform the other party in writing.

Investigation of Business. During Sellers agree that Buyer and its representatives (including its independent accountants and its attorneys) shall have, upon reasonable advance notice by Buyer, after the Interim Perioddate of execution hereof, reasonable access during regular business hours to the Company's premises and to all the books and records of the Company which relate primarily to the Business (including such financial and operating data and other information with respect to the Business), as well as such other information not primarily related to the Business as Buyer shall reasonably require to ensure that the transactions contemplated by Section 5.8 are being effected in a manner that will not result in an adverse impact upon the Business or the business of Buyer. Notwithstanding the foregoing, Buyer shall have no right to review or comment on the actual agreements or documents (or drafts thereof) relating to the transactions contemplated by Section 5.8 hereof, provided, however, that Buyer shall be entitled to receive such other information, including oral and written descriptions and an opportunity to ask questions of Sellers and Company employees, consistent with the previous sentence, which relates to such transactions as they may affect Buyer or the Company after the Closing. In addition, Seller shall use its reasonable best efforts to cause the Company's independent public accountants to make available to Buyer, its independent public accountants, its attorneys and its financing sources and the independent public accountants and attorneys of Buyer's financing sources, upon reasonable advance notice by Buyer, during regular business hours, reasonable access to their personnel, work papers and such other reasonably requested documentation relating to their work papers and to their reports on the books and records of the Company, in each case which relate primarily to the Business, as well as such other information not primarily related to the Business as Buyer and such other parties shall reasonably require to ensure that the transactions contemplated by Section 5.8 are being effected in a manner that will not result in a material adverse impact upon the Business or the business of Buyer, as is reasonably requested in connection with any investigation that Buyer or Buyer's financing sources may undertake. From and after the date hereof, Sellers and the Company shall cooperate, and subject Sellers shall use their reasonable best efforts to applicable Lawscause the Company's auditors to cooperate, in the preparation of such audited financial statements as Buyer may request (collectively, the terms "Pre-Closing Audits"), provided that the cost of any confidentiality restrictions under Contracts to which a member such audits (including the fees and expenses of the Seller Group is a party as of Company's accountants to the extent their services are required in connection therewith) shall be borne by Buyer and shall be completed within 5 weeks from the date hereof and Section 6.4hereof, Purchaser shall be entitled, including through unless Buyer in its Representatives, sole discretion elects not to have such reasonable access audits completed. Buyer shall inform the Designated Stockholder and Ben Kowalczyk on a weekly basis if and to the propertiesextent Buyer is of the belief thax Xxxxxxx, businesses, operations, personnel and books and records of, xxe Company or pertaining to, the Transferred Assets and Company's auditors are not providing the Business as it reasonably requests cooperation required pursuant to this Section 5.1 in connection with Purchaser’s efforts the Pre-Closing Audits. Buyer agrees that the provision of information to Buyer pursuant to this Section 5.1 does not give rise to any inference that Buyer's obligation to consummate the transactions contemplated by this Agreement. Any such access and examination shall be at Purchaser’s expense and shall be conducted on reasonable advance written notice, during regular business hours and shall be hereby is subject to restrictions under applicable Law. Seller shall use its commercially reasonable efforts to cause the Representatives of Seller to reasonably cooperate with Purchaser and its Representatives in connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller and its respective Representatives and shall minimize any unreasonable disruption to the Business and the Retained Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of Seller or (ii) require Seller to disclose information subject to attorney-client privilege or conflict with any confidentiality or privacy obligations to which 249717839 v15 Seller is bound solely on the basis that the disclosure of such information would, in the reasonable and good faith judgment of counsel to Seller, violate such attorney-client privilege or conflict with such confidentiality obligations or Laws; provided, however, that Seller shall promptly notify Purchaser thereof and use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without adversely affecting such attorney-client privilege or confidentiality obligations. All requests for information made pursuant to this Section 6.2 shall be directed to an executive officer of Seller or such other person as designated by Sellera financing condition.